June 8 (Bloomberg) -- Pepsi Bottling Group Inc., trying to defend itself against an unsolicited takeover bid from PepsiCo Inc., said it will buy a Texas bottler.

The purchase of Abilene, Texas-based Ab-Tex Beverage Ltd. is the fifth announced by Pepsi Bottling since the start of 2008, the company said today in a statement.

Pepsi Bottling Chairman and Chief Executive Officer Eric Foss is seeking to convince shareholders that the $4 billion takeover offer in April by PepsiCo, its franchisor and biggest shareholder, undervalues the company. The bottling company, which can’t pursue another suitor because PepsiCo already controls 40 percent of its voting power, said last week its acquisition strategy will boost profit amid a shrinking U.S. soda market.

“As the pace of bottler consolidation in the U.S. accelerates, we will continue to capitalize on opportunities to expand our business,” Foss said in the statement. The company’s 2009 sales will drop 2 percent to $13.5 billion, 11 analysts’ estimates compiled by Bloomberg show.

The company will pay about $200 million for Ab-Tex, said people with knowledge of the situation. The acquisition would give Pepsi Bottling, the world’s largest bottler of Pepsi soda, about $100 million in additional sales, said the people, who declined to be identified because the financial terms weren’t disclosed.

Foss argued last week that Pepsi Bottling should fetch a price similar to those it paid for smaller bottlers.

Earlier Acquisitions

Pepsi Bottling’s last 12 acquisitions were valued at an average of 9.5 times earnings before interest, taxes, depreciation and amortization, Foss said last week. The Ab-Tex takeover would be at about the same multiple, said the people familiar with the matter.

PepsiCo’s bid for Pepsi Bottling values the firm at about 6.7 times its last twelve months’ earnings before interest, taxes, depreciation and amortization, based on the $29.50-a- share value of the offer as of April 19 and $5.4 billion of net debt. A purchase of Somers, New York-based Pepsi Bottling at 9.5 times Ebitda would be worth more than $50 a share.

Dave DeCecco, a spokesman for PepsiCo, declined to comment today in an e-mail.

PepsiCo, in a statement last week, said it may stop pursuing a takeover of Pepsi Bottling if it can’t get a reasonable price. The Purchase, New York-based company added it would “maintain a disciplined stance with regard to the commercial arrangements” with Pepsi Bottling if the bid fails.

Reviving Sales

In making bids for Pepsi Bottling and another bottler, PepsiAmericas Inc., PepsiCo said it could revive soft-drink sales throughout the distribution system by simplifying its interactions with large customers such as Wal-Mart Stores Inc. and reducing the time it takes to get new products to stores.

Pepsi Bottling and PepsiAmericas together distribute more than 80 percent of PepsiCo’s North American beverages. Much of the balance is sold by as many as 90 smaller bottlers including Ab-Tex, controlled by the Massey family.

Acquisitions of publicly traded soft-drink companies have fetched an average multiple of about 9, Celso Sanchez, a Citigroup Inc. analyst, said in an April research note.

Prices of other bottlers aren’t relevant to PepsiCo’s offer for Pepsi Bottling, said Justin Lumiere, an analyst at ICAP Plc.

“Past multiples reflect a premium paid for control,” Lumiere said in a research note on May 28. “Pepsi already effectively controls the bottlers from an economic perspective.”

Declining Market

PepsiCo may ultimately pay $36.33 a share for Pepsi Bottling, according to the average prediction of seven analysts compiled by Bloomberg before today’s announcement. The value of the cash-and-stock offer was $30.07 as of today, less than Pepsi Bottling’s share price of $33.04, as traders bet that PepsiCo would raise its bid.

PepsiCo’s bid for the 67 percent of the Pepsi Bottling shares it doesn’t already own values the total equity of the company at about $6.4 billion, based on PepsiCo’s share price today. Pepsi Bottling’s current market value is about $7.1 billion.

PepsiCo and Coca-Cola Co., the world’s two largest soft- drink makers, both lost share of the U.S. soda market in 2008 as soft-drink sales fell for the fourth straight year, according to Beverage Digest, an industry newsletter. Total U.S. soda volume declined 3 percent last year, the most in at least 23 years, as consumers cut back to save money during the recession or were enticed by the growing number of new drinks available.

PepsiCo shares fell 73 cents, or 1.3 percent, to $54.15 at 4:03 p.m. in New York Stock Exchange composite trading. PepsiAmericas dropped 35 cents to $26.29.

To contact the reporters on this story: Zachary R. Mider in New York at zmider1@bloomberg.net; Duane D. Stanford in Atlanta dstanford2@bloomberg.net.

Last Updated: June 8, 2009 16:50 EDT