According to the Complaint, SodaStream International Ltd. ("SodaStream" or the "Company") manufactures, distributes and sells home beverage carbonation systems that enable consumers to easily transform ordinary tap water into sparkling water and flavored sparkling water.
This action stems from a proposed transaction announced on August 20, 2018 (the “Proposed Transaction”), pursuant to which SodaStream will be acquired by PepsiCo, Inc. (“Parent”) and its wholly-owned subsidiary, PepsiCo Ventures B.V. (“Buyer”) and Saturn Merger Sub Ltd., a direct wholly-owned subsidiary of Buyer (“Merger Sub”, and together with Buyer and Parent, “PepsiCo”). Pursuant to the Proposed Transaction, Merger Sub will merge with and into SodaStream, so that SodaStream will be the surviving company and will become a direct wholly-owned subsidiary of Buyer.
On August 20, 2018, SodaStream’s Board of Directors (the “Board”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with PepsiCo. Pursuant to the terms of the Merger Agreement, if the Proposed Transaction is approved by SodaStream’s shareholders and completed, SodaStream’s ordinary shareholders will receive $144.00 in cash for each share of SodaStream common stock they own.
On September 12, 2018, Defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement materially false and misleading.
This case was voluntarily dismissed on September 21, 2018.