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United States Securities and Exchange Commission Schedule to Wimm-Bill-Dann Foods Ojsc Pepsi-Cola

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United States Securities and Exchange Commission Schedule to Wimm-Bill-Dann Foods Ojsc Pepsi-Cola QuickLinks -- Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 WIMM-BILL-DANN FOODS OJSC (Name of Subject Company (Issuer)) PEPSI-COLA (BERMUDA) LIMITED (Offeror) a subsidiary of PEPSICO, INC. (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer and other person)) American Depositary Shares, Each Representing One-fourth of One Ordinary Share, Par Value 20 Russian Rubles Per Share (Title of Class of Securities) 97263M109 (AMERICAN DEPOSITARY SHARES) (Cusip Number of Class of Securities) Thomas H. Tamoney, Jr. PepsiCo, Inc. 700 Anderson Hill Road Purchase, NY 10577 Telephone: (914) 253-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: George R. Bason, Jr. Peter R. Douglas Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee** $1,336,853,892 $155,208.74 * Estimated for purposes of calculating the filing fee only. The transaction valuation is calculated by multiplying (i) 40,510,724 which is the maximum number of American Depositary Shares that can be purchased pursuant to the U.S. Offer to Purchase by (ii) the offer price of 970.925 Russian rubles per ADS as converted into U.S. dollars based on the Central Bank of Russia exchange rate on February 3, 2011. ** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 5 for Fiscal Year 2011 issued by the Securities and Exchange Commission on December 22, 2010 by multiplying the transaction valuation by 0.0001161. o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ý third-party tender offer subject to Rule 14d-1 o issuer tender offer subject to Rule 13e-4 o going-private transaction subject to Rule 13e-3 o amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. o Items 1 through 9, and Item 11. This Tender Offer Statement filed under cover of Schedule TO (the "Schedule TO") relates to the offer by Pepsi-Cola (Bermuda) Limited, a company incorporated under the laws of Bermuda and a subsidiary of PepsiCo, Inc., a North Carolina corporation, to purchase all outstanding American Depositary Shares of Wimm-Bill-Dann Foods OJSC, an open joint stock company organized under the laws of the Russian Federation ("WBD"), each representing one- fourth of one ordinary share of WBD, par value 20 Russian rubles per share, upon the terms set forth in the U.S. Offer to Purchase, dated March 10, 2011 (the "U.S. Offer to Purchase"), and in the related ADS Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The information set forth in the U.S. Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below. Item 10. Financial Statements. Not applicable. Item 12. Exhibits. Exhibit No. Description (a)(1) U.S. Offer to Purchase dated March 10, 2011. (a)(2) ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). (a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(4) Letter to Clients. (a)(5) Summary Advertisement, dated March 10, 2011. (b)(i) Term Loan Agreement between PepsiCo Russia (Bermuda) Limited and Wimm Bill Dann Finance Cyprus Ltd., dated February 4, 2011 (incorporated by reference to Exhibit 99.8 to the statement on Schedule 13D filed by PepsiCo, Inc. on February 4, 2011). (b)(ii) Term Loan Agreement between OJSC Lebedyansky and Wimm-Bill-Dann Finance Co. Ltd., dated February 4, 2011 incorporated by reference to Exhibit 99.9 to the statement on Schedule 13D filed by PepsiCo, Inc. on February 4, 2011). (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. 2 SIGNATURES After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 10, 2011 PEPSI-COLA (BERMUDA) LIMITED By: /s/ MARY-LYNN ROBINSON Name: Mary-Lynn Robinson Title: President and Director PEPSICO, INC. By: /s/ THOMAS H. TAMONEY, JR. Name: Thomas H. Tamoney, Jr. Title: Senior Vice President, Deputy General Counsel and Assistant Secretary 3 EXHIBIT INDEX Item 12. Exhibits. Exhibit No. Description (a)(1) U.S. Offer to Purchase dated March 10, 2011. (a)(2) ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). (a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(4) Letter to Clients. (a)(5) Summary Advertisement, dated March 10, 2011. 4 QuickLinks Item 10. Financial Statements. Item 12. Exhibits. SIGNATURES EXHIBIT INDEX Item 12. Exhibits. Table of Contents Exhibit (a)(1) U.S. Offer to Purchase for Cash All Outstanding American Depositary Shares of Wimm-Bill-Dann Foods OJSC for 970.925 Russian Rubles Per American Depositary Share (Payable in U.S. Dollars) by Pepsi-Cola (Bermuda) Limited a subsidiary of PepsiCo, Inc. THE U.S. OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 P.M. NOON, NEW YORK CITY TIME, ON MONDAY, MAY 16, 2011, UNLESS THE U.S. OFFER IS EXTENDED. Please note that The Depository Trust Company and its participants, including the custodians for Euroclear and Clearstream, will establish their own cut-off dates and times for the tender of American Depositary Shares, which will be earlier than the expiration of the U.S. Offer. Pepsi-Cola (Bermuda) Limited, a subsidiary of PepsiCo, Inc., is offering to acquire all outstanding American Depositary Shares ("ADSs") of Wimm-Bill- Dann Foods OJSC, an open-joint stock company organized under the laws of the Russian Federation ("WBD"), each representing one-fourth of one ordinary share of WBD, par value 20 Russian rubles per share, upon the terms set forth in this U.S. Offer to Purchase and in the related ADS Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "U.S. Offer"). We are offering to pay 970.925 Russian rubles for each ADS in cash, without interest, payable in U.S. dollars as converted during the period it takes to complete the conversion following receipt of the Russian ruble payment by Deutsche Bank Trust Company Americas, the tender agent for the U.S. Offer. The Russian rubles will be converted to U.S. dollars at the spot market conversion rates available to Deutsche Bank Trust Company Americas (the "ADS Depositary") during that period and paid to tendering ADS holders using the weighted average of the conversion rates, less fees under the ADS depositary agreement of $0.05 per tendered ADS for cancellations, $0.02 per tendered ADS for cash distributions and applicable taxes and other governmental charges, if any ("Fees and Deductions"). PepsiCo will pay the ADS Depositary's expenses associated with the re-registration and transfer of tendered ADSs and shares represented by tendered ADSs, if any. There are no conditions to the U.S. Offer and, as a result, all ADSs validly tendered and not withdrawn will be accepted for payment. We currently own approximately 77% of the ordinary shares of WBD, which we acquired from certain selling shareholders pursuant to a purchase agreement dated December 1, 2010 and through open-market purchases of ADSs. Under Russian law, as a result of our ownership interest in WBD, we are required to launch a separate, mandatory cash tender offer in the Russian Federation for all outstanding ordinary shares of WBD (the "Russian Offer") for 3,883.70 Russian rubles per ordinary share, which is the same price being offered in the U.S. Offer (before adjustments to reflect the four-to-one ratio of ADSs to ordinary shares, foreign currency conversion and Fees and Deductions). The price being offered in the Russian Offer (and by extension the price being offered in the U.S. Offer) was established in accordance with Russian law. This U.S. Offer to Purchase and the related ADS Letter of Transmittal contain important information, and you should carefully read both in their entirety before making a decision with respect to the U.S. Offer. March 10, 2011 Table of Contents IMPORTANT If you desire to tender all or a portion of your ADSs in the U.S. Offer, this is what you must do: • If you are a registered holder of ADSs (i.e., you hold your ADSs directly on the books of the ADS Depositary) and you hold registered American Depositary Receipts ("Receipts"), you may tender your ADSs to Deutsche Bank Trust Company Americas (the "U.S.
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