PepsiCo Inc. launched a $6 billion takeover bid for its two largest independent bottlers late Sunday, a major strategy shift that signals the company's intention to overhaul how it makes and distributes its products to consumers.

The simultaneous offers for Pepsi Bottling Group Inc. and PepsiAmericas Inc. value each company's shares at about 17% above their trading price Friday. PepsiCo is offering $29.50 in cash and stock for each share of Pepsi Bottling, valuing the company at about $6.4 billion. It is making a separate offer for PepsiAmericas, at $23.27 per share, that values that bottler at about $2.9 billion.

Pepsi already owns one-third of Somers, N.Y.-based Pepsi Bottling and over two-fifths of Minneapolis-based PepsiAmericas. Pepsi said it intended its offers to be friendly, and had to reveal them publicly because of Securities and Exchange Commission rules. The bottlers will likely convene independent committees that do not include PepsiCo's board representatives to evaluate the bids.

The offers show that even during a global recession, the world's best-capitalized corporations still have the wherewithal to pursue mergers. Shareholders of the two bottlers will have to decide how hard to press for higher prices in the midst of a shaky stock market.

A decade ago, Pepsi sought to separate itself from its bottlers, figuring it would help the company focus on soft-drink growth while keeping bottling assets off its balance sheet. In an interview, Pepsi Chairman and Chief Executive Indra Nooyi said business conditions had changed significantly since then. Consumers are abandoning soft drinks for water, juice and other noncarbonated beverages.

Owning the two big bottlers would give Pepsi control over how it distributes its beverages, allowing it to revamp production and distribution and squeeze out costs. "We can accelerate revenue growth and be more agile and flexible," she said of the offer. "When you have a flat-to-shrinking profit pool, slicing it 20 ways to Sunday is not the answer."

Combining Pepsi with its two main bottlers would give Pepsi control of about 80% of its North America beverage distribution volume. The company also said it expects to save $200 million through synergies, and expects to boost annual earnings by 15 cents a share once those synergies are fully realized.

The offers are the most aggressive moves by Ms. Nooyi since she became head of the drinks and snack-food giant in 2006. She has become increasingly convinced that a major revamp of the distribution system was needed, saying in a published interview last October that it needed to be "reconceptualized."

Pepsi is being squeezed by broader changes in consumer habits. U.S. soft-drink sales slid 3% last year, the fourth annual decline in a row and the steepest on record, according to industry publication Beverage Digest. At the same time, the recession led to the first annual decline in decades in sales of nonalcoholic beverages overall, including water, juice, and other drinks.

These changes have put pressure on bottlers. Their manufacturing assets are geared mostly toward producing soda rather than the types of drinks that are growing now, such as "enhanced water," which is bottled water with vitamins and flavors.

Pepsi owns and markets its brands. Its bottlers manufacture, distribute and sell them. Pepsi and its bottlers have had their share of disagreements. Its bottlers have long sought greater access to Gatorade, one of the crown jewels of Pepsi's beverage business. But the drink is manufactured using a different process than the one bottlers use to make soda, and it is distributed through warehouses, as it was before Pepsi acquired it.

Late last year, to the dismay of PepsiCo, Pepsi Bottling began distribution of Crush sodas, made by rival Dr Pepper Snapple Group Inc. and a stronger brand than Pepsi's fruit-soda offerings.

The concept of the big publicly traded bottler was forged by Coca-Cola Co. in the late 1980s. Worried about losing control over its bottlers, the company's chief financial officer at the time, M. Douglas Ivester, devised a plan to create "anchor bottlers" in which it would own a large stake -- up to 49% -- while keeping the bottlers' assets off its books.

The new system worked wonders for Coke, which used it to build a network of powerful anchor bottlers around the world, and to generate an additional profit stream by buying up small bottlers and then selling them to the new anchor bottlers. But by the late 1990s, the big bottlers were also causing problems for Coke, as they became saddled with debt from acquiring new territories and equipment.

PepsiCo spun off its bottling division in 1999, under pressure from investors. The initial public offering of Pepsi Bottling, or PBG, was one of the largest in the history of the New York Stock Exchange. Today PBG is the world's largest bottler of Pepsi beverages, accounting for about 40% of Pepsi's global volume and more than 50% of Pepsi beverages sold in North America.

Pepsi and PBG have remained closely intertwined. PepsiCo owned 33.1% of PBG stock as of Feb. 13, according to PBG's proxy filing with the SEC. PBG Chief Executive Officer Eric J. Foss worked for Pepsi's bottling arm before the spinoff. He has been with Pepsi Bottling Group since its formation, and took over as CEO in July 2006. Two PepsiCo executives sit on PBG's board -- John C. Compton, head of PepsiCo Americas Foods, and Cynthia M. Trudell, chief personnel officer and a former director of PepsiCo.

Pepsi's second-largest bottler, PepsiAmericas Inc. became a major player in 2000, when Whitman Corp. agreed to buy the smaller PepsiAmericas Inc. Chief Executive Robert C. Pohlad has led the company since the merger. PepsiAmericas has $4.9 billion in annual revenue and accounts for about 19% of Pepsi products sold in the U.S.

PepsiCo's move is likely to put pressure on Coke, which is grappling with its own decline in U.S. soda sales and has had a fractious relationship with its biggest bottler, Coca-Cola Enterprises Inc. Coke too is aggressively developing its presence in noncarbonated beverages, which don't always fit well with a bottling business.

PepsiAmericas, which has a history as an independent company, operates under a shareholder agreement that restricts the amount of shares PepsiCo can own. According to PepsiAmericas' proxy filing, any acquisition by PepsiCo that would put the company over a threshold of 49% of the outstanding common stock must have the approval of a majority of directors not affiliated with PepsiCo, the approval of shareholders not affiliated with PepsiCo, or meet criteria setting a minimum price.

PepsiAmericas's Mr. Pohlad is the second-largest shareholder after PepsiCo, with 10.4% of the company's common stock. The shareholder agreement specifies that PepsiCo may not enter an agreement with Mr. Pohlad that would enable the company to surpass the threshold.

Centerview Partners, Banc of America Securities and Merrill Lynch are financial adviser to PepsiCo. Davis Polk & Wardwell is legal counsel.

As reported in the Wall Street Journal By Betsy MCKAY, DENNIS K. BERMAN and VALERIE BAUERLEIN