This excerpt taken from the PBG 8-K filed Aug 4, 2009.
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, has approved and deemed it advisable that the stockholders of the Company adopt this Agreement pursuant to which, among other things, Parent would acquire the Company by means of a merger of the Company with and into Merger Subsidiary on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the respective Boards of Directors of Parent and Merger Subsidiary have approved this Agreement;
WHEREAS, concurrently with the execution of this Agreement, Parent, Merger Subsidiary and PepsiAmericas, Inc., a Delaware corporation (“