​

SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. To understand the merger fully, you should read carefully this entire document, its annexes and the documents we refer to. See “Where You Can Find More Information.” The merger agreement is attached as Annex A to this document and is incorporated by reference into this proxy statement. We encourage you to read it in its entirety, as it is the most important legal document that governs the merger.

The Companies

SodaStream International Ltd.
Gilboa Street, Airport City, Ben Gurion Airport 7019900, Israel

We manufacture, distribute and sell home beverage carbonation systems that enable consumers to easily transform ordinary tap water into sparkling water and flavored sparkling water in seconds. We believe our sparkling water makers offer a highly differentiated and innovative solution to consumers of bottled and canned carbonated beverages. Our home beverage carbonation systems and other products promote health and wellness and empower people with simple, creative and fun ways to make water exciting and to drink more water. Our products are also environmentally friendly, cost-effective and are customizable and fun to use. In addition, our products offer convenience by eliminating the need to carry bottles and cans home from the supermarket, store them at home or regularly dispose of empty bottles and cans. Educating consumers about these benefits is a key element of our strategy to build awareness and strengthen our brand.

PepsiCo, Inc.
700 Anderson Hill Road, Purchase, New York 10577

PepsiCo is a leading global food and beverage company with a complementary portfolio of enjoyable brands, including Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. Through its operations, authorized bottlers, contract manufacturers and other third parties, PepsiCo makes, markets, distributes and sells a wide variety of convenient and enjoyable beverages, foods and snacks, serving customers and consumers in more than 200 countries and territories around the world.

PepsiCo Ventures B.V.
Zonnebaan 35
3542 EB Utrecht
The Netherlands

and

c/o PepsiCo, Inc.
700 Anderson Hill Road, Purchase, New York 10577

Buyer is a newly-formed, wholly-owned subsidiary of PepsiCo. This subsidiary has not conducted any business during any period of its existence, except for activities related to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Prior to the closing of the merger, Buyer will become party to the merger agreement under a joinder to the merger agreement pursuant to which Buyer will become bound by the terms and conditions of the merger agreement.

Saturn Merger Sub Ltd.
c/o PepsiCo, Inc.
700 Anderson Hill Road, Purchase, New York 10577

Merger Sub is a newly-formed, wholly-owned subsidiary of PepsiCo. PepsiCo formed this subsidiary as an Israeli company solely to effect the merger, and this subsidiary has not conducted and will not conduct any business during any period of its existence.

See “The Companies” beginning on page 28.

SodaStream’s Reasons for the Merger; Recommendation of SodaStream’s Board of Directors

After careful consideration, the Board has:

•

determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, SodaStream and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the surviving company will be unable to fulfill the obligations of SodaStream to its creditors;

​

•

approved the merger agreement, the merger and the other transactions contemplated by the merger agreement; and

​

•

determined to recommend that SodaStream’s shareholders approve the merger agreement, the merger and the other transactions contemplated by the merger agreement.

​

The Board unanimously recommends that you vote “FOR” the merger proposal.

In reaching its decision to approve the merger proposal and to recommend that SodaStream shareholders vote to approve the merger proposal, the Board consulted with SodaStream’s management and SodaStream’s financial and legal advisors and considered a number of strategic, financial and other factors, as described under “The Merger — Reasons for Approval of the Merger; Recommendations.”

Opinion of SodaStream’s Financial Advisor

In connection with the merger, SodaStream retained Perella Weinberg Partners LP (“Perella Weinberg”) to act as its financial advisor. On August 19, 2018, Perella Weinberg rendered its oral opinion, confirmed in writing, to the Board to the effect that as of such date and based upon and subject to various factors, assumptions, qualifications and limitations set forth therein, the proposed merger consideration to be received by the holders of SodaStream ordinary shares (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For purposes of Perella Weinberg’s financial analyses and opinion, the term “excluded shares” refers to SodaStream ordinary shares held in the treasury of SodaStream or owned by PepsiCo or any direct or indirect wholly-owned subsidiary of SodaStream or PepsiCo immediately prior to the effective time of the merger.

The full text of Perella Weinberg’s written opinion, dated August 19, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached as Annex B to this proxy statement and is incorporated by reference herein. Holders of SodaStream ordinary shares are urged to read Perella Weinberg’s opinion carefully and in its entirety. The opinion does not address the underlying business decision of SodaStream to enter into the merger or the relative merits of the merger as compared with any other strategic alternative which may have been available to SodaStream. The opinion was not intended to be and does not constitute, a recommendation to the Board or to any other persons in respect of the merger, including as to whether any holder of SodaStream ordinary shares should vote or otherwise act with respect to the proposed merger or any other matter, and does not in any manner address the prices at which SodaStream ordinary shares will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the merger to, or any consideration received in connection with the merger by, the holders of any other class of securities, creditors or other constituencies of SodaStream. Perella Weinberg provided its opinion for the information and assistance of the Board in connection with, and for the purposes of its evaluation of, the merger. The summary set forth below is qualified in its entirety by reference to the full text of the opinion.

See “The Merger — Opinion of SodaStream’s Financial Advisor.”

Interests of Certain Persons; Share Ownership of SodaStream’s Directors and Executive Officers

When considering the recommendation by the Board to vote “FOR” the merger proposal, you should be aware that executive officers and directors of SodaStream have interests in the merger that are in addition to, and may be different from, your interests, including:

•

Acceleration of Vesting of Unvested Options and RSUs; Payment for PSUs; Value Attributable to Outstanding Vested and Unvested Options, RSUs and PSUs.

​

•

Each outstanding and unexercised option to purchase SodaStream ordinary shares issued under the Equity Plans, whether or not then vested — including options held by SodaStream officers and directors — will be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of  (a) the excess, if any, of  $144.00 over the exercise price per SodaStream ordinary share for such option and (b) the total number of SodaStream ordinary shares underlying such option, less applicable withholding taxes required to be withheld with respect to such payment. If the exercise price per SodaStream ordinary share for any option is equal to or greater than $144.00, such option will be canceled without payment of any consideration.

​

•

Each outstanding RSU, representing the right to receive SodaStream ordinary shares, whether or not then vested — including RSUs held by SodaStream officers and directors — will be canceled at the effective time of the merger in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of  (a) $144.00 and (b) the number of SodaStream ordinary shares subject to such RSU, less applicable withholding taxes required to be withheld with respect to such payment.

​

•

Each PSU, representing the right to receive SodaStream ordinary shares, which is outstanding as of the effective time of the merger and that vests pursuant to the terms of the applicable grant agreement, will be accelerated and become immediately vested, and will be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of  (a) $144.00 and (b) the number of SodaStream ordinary shares subject to such PSU, less applicable withholding taxes required to be withheld with respect to that payment, and paid in accordance with the applicable terms and conditions of the PSU. Each PSU that does not vest in accordance with the applicable grant agreement will be canceled without payment of any consideration.

​

•

Retention Arrangements.   PepsiCo has indicated that retention of employees is key to the success of the merger. In order to retain and motivate our executive officers and other employees following the merger, PepsiCo has established a cash and equity retention program, to become effective following the consummation of the merger.

​

•

Indemnification and Insurance.   Our executive officers and directors will also benefit from the indemnification provisions contained in the merger agreement with respect to their acts or omissions as executive officers or directors of SodaStream prior to or at the effective time of the merger. In accordance with the merger agreement and subject to the approval of the merger proposal at the special general meeting, SodaStream intends to acquire a run-off directors’ and officers’ liability insurance for seven years commencing at the effective time of the merger.

​

As of the record date for the special general meeting, the directors and executive officers of SodaStream, as a group, beneficially owned in the aggregate approximately 1% of the outstanding SodaStream ordinary shares.

See “Share Ownership of Certain Beneficial Owners, Directors and Executive Officers of SodaStream” and “The Merger — Interests of Certain of SodaStream’s Executive Officers and Directors in the Merger.”

The Merger Agreement

The merger agreement is attached as Annex A to this document. You should read the merger agreement carefully in its entirety. It is the most important legal document governing the merger. See “The Merger Agreement.”

Structure of the Merger

The merger is being effected as a merger between SodaStream and Merger Sub under the Companies Law. In the merger, Merger Sub, a direct wholly-owned subsidiary of Buyer, will be merged with and into SodaStream. SodaStream will be the surviving company of the merger and will become a direct wholly-owned subsidiary of Buyer. See “The Merger Agreement — The Merger.”

Consideration

If the merger is completed, each holder of SodaStream ordinary shares at the effective time of the merger will be entitled to receive $144.00 per SodaStream ordinary share in cash, without interest and less any applicable withholding taxes (the “merger consideration”). See “The Merger — Effects of the Merger on SodaStream Ordinary Shares,” and “The Merger Agreement — The Merger Consideration and the Conversion of Share Capital.”

Treatment of Options, RSUs and PSUs Outstanding under our Equity Plans

As of the effective time of the merger, the Equity Plans will terminate and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of SodaStream or any of its subsidiaries will be canceled.

At the effective time of the merger, each outstanding and unexercised option to purchase SodaStream ordinary shares, whether or not then vested, will be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of  (a) the excess, if any, of  $144.00 over the exercise price per SodaStream ordinary share for such option and (b) the total number of SodaStream ordinary shares underlying such option, less applicable withholding taxes required to be withheld with respect to such payment. If the exercise price per SodaStream ordinary share for any option is equal to or greater than $144.00, such option will be canceled without payment of any consideration. Each outstanding RSU, representing the right to receive SodaStream ordinary shares, whether or not then vested, will be canceled at the effective time of the merger in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of  (a) $144.00 and (b) the number of SodaStream ordinary shares subject to such RSU, less applicable withholding taxes required to be withheld with respect to such payment. Each PSU, representing the right to receive SodaStream ordinary shares, which is outstanding as of the effective time of the merger and that vests pursuant to the terms of the applicable grant agreement, will be accelerated and become immediately vested, and will be canceled in exchange for the right to receive a cash payment (without interest) equal to the product of  (a) $144.00 and (b) the number of SodaStream ordinary shares subject to such PSU, less applicable withholding taxes required to be withheld with respect to that payment, and paid in accordance with the applicable terms and conditions of the PSU. Each PSU that does not vest in accordance with the applicable grant agreement will be canceled without payment of any consideration. See “The Merger — Effect of the Merger on Equity Plans.”

The Special General Meeting of SodaStream’s Shareholders

Date, Time, Place and Agenda.   The special general meeting is scheduled to be held at the principal executive offices of SodaStream, located at Gilboa Street, Airport City, Ben Gurion Airport 7019900, Israel, at 2:00 p.m. (Israel time), on October 9, 2018. The meeting is being held for the purpose of considering a proposal to approve the acquisition of SodaStream by Buyer, including approval of the merger agreement, the merger, the merger consideration, the purchase by SodaStream of run-off directors’ and officers’ liability insurance for a period of seven years commencing at the effective time of the merger, as permitted by the merger agreement, and all other transactions and arrangements contemplated under the merger agreement (the “merger proposal”).

We do not currently expect there to be any other matters on the agenda at the special general meeting; however, if any other matter is properly presented at the special general meeting, including voting on the adjournment or postponement of the special general meeting, the persons named in the enclosed proxy card will vote upon such matters in accordance with their discretion.

Record Date.   SodaStream has fixed September 4, 2018 as the record date for the special general meeting. If you were a SodaStream shareholder at the close of business on the record date, you are entitled to vote on matters that come before the SodaStream special general meeting. There are 22,712,995 SodaStream ordinary shares entitled to be voted at the special general meeting.

Required Vote.   The approval of each of the merger proposal requires the affirmative vote of the holders of a majority of the voting power represented at the special general meeting in person or by proxy and voting thereon, excluding abstentions and broker non-votes. The foregoing majority in favor of the merger proposal must be achieved even after excluding the votes of any shares of SodaStream held by (a) Parent, Buyer, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint the chief executive officer or 25% or more of the directors of Parent, Buyer or Merger Sub; (b) a person or entity acting on behalf of Parent, Buyer, Merger Sub or a person or entity described in clause (a) above; or (c) a family member of, or an entity controlled by Parent, Buyer, Merger Sub or any of the foregoing) (each, a “Parent Affiliate”). See “The Special General Meeting.”

Conditions to the Merger

The parties will complete the merger only if the parties satisfy or waive several conditions. The conditions include, among others:

Conditions to Each Party’s Obligations.

•

the SodaStream shareholders have approved the merger agreement;

​

•

the required authorizations, consents, clearances, orders or approvals of, or registrations or filings with, applicable governmental authorities have been filed or have been obtained, and the expiration or earlier termination of any waiting period (and any extension thereof) under applicable antitrust laws have occurred;

​

•

at least 50 days have elapsed after the filing of a merger proposal with the Israeli Companies’ Registrar and at least 30 days have elapsed after the approval of the merger by the SodaStream shareholders and the approval of the merger by the shareholder of Merger Sub have been obtained; and

​

•

no governmental authority of competent jurisdiction has enacted, issued or promulgated any law which is in effect and which has the effect of making the merger illegal, prohibiting or otherwise preventing the consummation of the merger, or issued or granted any order which has the effect of making the merger illegal or prohibiting or otherwise preventing the consummation of the merger.

​

Conditions to Parent’s and Merger Sub’s Obligations.

•

accuracy of the representations and warranties of SodaStream in the merger agreement, subject to certain qualifiers;

​

•

performance in all material respects by SodaStream of its obligations under the merger agreement;

​

•

absence of the occurrence of any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to SodaStream and its subsidiaries, taken as a whole, since the execution and delivery of the merger agreement; and

​

•

delivery of an officer’s certificate by SodaStream certifying that the above conditions have been satisfied.

​

Conditions to SodaStream’s Obligations.

•

accuracy of the representations and warranties of Parent and Merger Sub in the merger agreement, subject to certain qualifiers;

​

•

performance in all material respects by Parent and Merger Sub of their obligations under the merger agreement; and

​

•

delivery of an officer’s certificate by Parent and Merger Sub certifying that the above conditions have been satisfied.

​

See “The Merger Agreement — Conditions to the Merger.”

Termination of the Merger Agreement

Parent and SodaStream may terminate the merger agreement by mutual written agreement at any time prior to the effective time of the merger, notwithstanding the prior receipt of the approval of the merger by SodaStream’s shareholders. In addition, either Parent or SodaStream may terminate the merger agreement if any of the following occurs:

•

any governmental authority of competent jurisdiction has issued an order, or any other action by any governmental authority has been taken, permanently enjoining, restraining or otherwise prohibiting the merger and such order or other action has become final and non-appealable, except that the right to terminate the merger agreement in this circumstance will not be available to any party if the issuance of the order or other action was primarily due to the failure of that party to perform any of its obligations under the merger agreement;

​

•

the merger is not consummated by March 31, 2019 (such date referred to as the “outside date”), except that the right to terminate the merger agreement in this circumstance will not available to a party (a) whose actions or omissions, which constitute a breach of the merger agreement, have been the primary cause of, of primarily resulted in, the failure of the merger to occur on or before such date, or (b) that is in material breach of the merger agreement; or

​

•

the approval of the merger by the SodaStream shareholders is not obtained upon the holding of a vote at the special general meeting.

​

In addition, SodaStream may terminate the merger agreement prior to receipt of its shareholders’ approval of the merger in order to immediately enter into a written definitive agreement with respect to a superior proposal if, concurrently with the termination of the merger agreement, SodaStream pays Parent a termination fee of  $119.0 million. SodaStream may also terminate the merger agreement at any time prior to the effective time of the merger, notwithstanding the prior receipt of the approval of the merger by the SodaStream shareholders, if Parent or Merger Sub has breached any of its representations, warranties or covenants under the merger agreement such that certain conditions for closing would not be satisfied, and has failed to cure, or cannot cure, such breach within 30 business days (as defined in the merger agreement) after receiving written notice thereof from SodaStream.

Parent may terminate the merger agreement at any time prior to the receipt of the approval of the merger by the SodaStream shareholders if: (a) the Board (or a committee thereof) has withdrawn, amended or modified, or publicly proposed to do so, in a manner adverse to Parent in any material respect, its recommendation in favor of the merger, approved or recommended, or proposed to approve or recommend, any alternative acquisition proposal, or resolved, agreed or proposed to take any such actions; (b) a tender or exchange offer for SodaStream ordinary shares that constitutes an acquisition proposal (whether or not such proposal is a superior proposal) is commenced by a person unaffiliated with Parent and, within 10 business days after the public announcement of the commencement of such acquisition proposal, SodaStream does not make the appropriate regulatory filing recommending that its shareholders not tender any of SodaStream ordinary shares into such tender or exchange offer; or (c) any other acquisition proposal is publicly disclosed and the Board (or a committee thereof) fails to reaffirm publicly its recommendation to SodaStream’s shareholders to approve the merger within 10 business days after Parent so requests in writing, provided that Parent may not make more than two such requests in the aggregate following the disclosure of any such acquisition proposal. Parent may also terminate the merger agreement at any time

prior to the effective time of the merger, notwithstanding the prior receipt by SodaStream of the approval of the merger by the SodaStream shareholders if SodaStream has breached any of its representations, warranties or covenants under the merger agreement such that certain conditions for closing would not be satisfied, and has failed to cure, or cannot cure, such breach within 30 business days after receiving written notice thereof from Parent.

See “The Merger Agreement — Termination of the Merger Agreement.”

No Solicitation of Acquisition Proposals

The merger agreement contains detailed provisions restricting SodaStream’s right to solicit acquisition proposals.

See “The Merger Agreement — No Solicitation.”

Termination Fees

SodaStream is required to pay to Parent a termination fee of  $119.0 million, if the merger agreement is terminated under any of the following circumstances:

•

(a) either (i) SodaStream or Parent terminates the merger agreement as a result of the failure to obtain the approval of the merger by the SodaStream shareholders or (ii) Parent terminates the merger agreement due to SodaStream’s breach of any of its representations, warranties or covenants under the merger agreement such that certain closing conditions cannot be satisfied and it does not cure, or cannot cure, such breach within 30 business days after SodaStream receives a notice by Parent of such breach, and (b) an alternative acquisition proposal is publicly announced after the date of the merger agreement and prior to the date of the special general meeting, in respect of a termination of the merger agreement in accordance with scenario (i) above, or an alternative acquisition proposal is publicly announced or otherwise communicated to the Board or senior management after the date of the merger agreement and prior to the termination of the merger agreement in accordance with scenario (ii) above, and (c) within 12 months after the termination of the merger agreement, SodaStream enters into an agreement in respect of an alternative acquisition transaction or effects a transaction in respect of an alternative acquisition proposal (regardless as to whether it is with the party who initially made the subject alternative acquisition proposal);

​

•

SodaStream terminates the merger agreement prior to the receipt of the approval of the merger by the SodaStream shareholders in order to immediately enter into a written definitive agreement with respect to a superior proposal; or

​

•

Parent terminates the merger agreement as a result of any of  (a) the Board (or a committee thereof) withdrawing, amending or modifying, or publicly proposing to do so, in a manner adverse to Parent in any material respect, its recommendation in favor of the merger, approving or recommending, or proposing to approve or recommend, any alternative acquisition proposal, or resolving, agreeing or proposing to take any such actions, (b) a tender or exchange offer for SodaStream ordinary shares constituting an alternative acquisition proposal, whether or not such alternative acquisition proposal constitutes a superior proposal, being commenced by a person unaffiliated with Parent and, within 10 business days after the public announcement of the commencement of such alternative acquisition proposal, SodaStream failing to make the appropriate regulatory filing recommending that its shareholders not tender any of SodaStream ordinary shares into such tender or exchange offer, or (c) any other acquisition proposal being publicly disclosed and the Board (or a committee thereof) failing to reaffirm publicly its recommendation to SodaStream’s shareholders to approve the merger within 10 business days after Parent so requests in writing, provided that Parent may not make more than two such requests in the aggregate following the disclosure of any such acquisition.

​

See “The Merger Agreement — Termination Fees.”

Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party or parties incurring such fees and expenses, whether or not the merger is consummated.

See “The Merger Agreement — Expenses.”

Absence of Appraisal Rights

Under Israeli law, holders of SodaStream ordinary shares are not entitled to statutory appraisal rights in connection with the merger.

Regulatory Approvals

Under the merger agreement, Parent and SodaStream are required to (a) file the Notification and Report Form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”), as required by the HSR Act, as promptly as reasonably practicable after August 20, 2018 and no later than 10 business days following August 20, 2018, (b) file with the applicable governmental authorities, including the European Commission (as required by the Council Regulation (EC) No 139/2004 of 20 January 2004 (the “EU Merger Regulation”)) and the Taiwan Fair Trade Commission, the notifications required by their respective antitrust laws, as promptly as reasonably practicable after August 20, 2018, (c) submit to the Israeli Antitrust Authority (the “IAA”) merger notifications under the Israeli Restrictive Trade Practices Law-1988 (the “RTPL Law”) in connection with the merger, as soon as practicable after August 20, 2018 but in no event later than 10 business days thereafter, and (d) file comparable pre-merger or post-merger notification filings, forms and submissions with any other governmental authority that is required by any other antitrust laws as soon as practicable and in any event before the expiration of any applicable legal deadline. Each of Parent and SodaStream are furthermore required to (w) cooperate and coordinate with one other in the making of such filings, (x) supply the other with any information that may be required in order to make such filings, (y) supply any additional information that reasonably may be required or requested by the FTC, the DOJ, the IAA, the European Commission, the Taiwan Fair Trade Commission or the governmental authorities of any other applicable jurisdiction in which any such filing is made under any other antitrust laws, and (z) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, the RTPL Law, the EU Merger Regulation or any other antitrust laws as soon as practicable, and to obtain any required consents under any other antitrust laws applicable to the merger as soon as practicable, and to avoid any impediment to the consummation of the merger under any antitrust laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, the European Commission, the Taiwan Fair Trade Commission, the IAA or any other governmental authority or person may assert under any applicable antitrust laws with respect to the merger. Pursuant to the requirements of the HSR Act, the required Notification and Report Forms with respect to the merger were filed with the DOJ and the FTC on September 6, 2018, and the 30-calendar day waiting period with respect to the merger commenced on September 7, 2018. An exemption from merger notifications under the RTPL Law was issued by the IAA on August 29, 2018.

SodaStream is further required to prepare and file with the Israeli Investment Center of the Israeli Ministry of Economy and Industry (the “Investment Center”), as soon as practicable after the date of the merger agreement, but no later than 10 business days thereafter, an application to obtain the approval of the Investment Center (the “Investment Center Approval”) with respect to the change of ownership of SodaStream to be effected by the merger. Following the receipt of the Investment Center Approval, SodaStream will prepare and file with the Israel Land Authority (the “ILA”) an application to obtain the approval of the ILA to the merger (the “ILA Approval”). Each of SodaStream and Parent are required to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of the applications for such approvals and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Investment Center Approval and the ILA Approval. The application to obtain Investment Center Approval was filed on September 5, 2018 and approved in principle on September 6, 2018.

See “The Merger — Regulatory Matters.”

Material U.S. Federal and Israeli Income Tax Consequences

The receipt by a U.S. holder of cash in exchange for SodaStream ordinary shares in connection with the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, a U.S. holder will recognize gain or loss equal to the difference between the amount of cash it receives in connection with the merger and its aggregate adjusted tax basis in SodaStream ordinary shares that it exchanges therefor.

See the section of this document titled “The Merger — Material U.S. Federal and Israeli Income Tax Consequences” for a summary discussion of material U.S. federal income tax consequences of the merger to U.S. holders and material Israeli tax consequences in connection with the merger. You should consult your tax advisor about the particular tax consequences of the merger to you.

​

​