H.J. Heinz Company Announces Redemption of all 5,787 Outstanding Shares of Third Cumulative Preferred Stock, $1.70 First Series

  H.J. Heinz Company Announces Redemption of all 5,787 Outstanding Shares of
  Third Cumulative Preferred Stock, $1.70 First Series

Business Wire

PITTSBURGH -- March 6, 2013

H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it will be
redeeming all 5,787 outstanding shares (as of February 27, 2013) of its Third
Cumulative Preferred Stock, $1.70 First Series, in connection with the
previously announced acquisition of Heinz by an investment consortium
comprised of Berkshire Hathaway and 3G Capital.

Pursuant to its articles of incorporation, Heinz is notifying the remaining
holders of its Third Cumulative Preferred Stock, $1.70 First Series, that it
will be redeeming any outstanding shares of Third Cumulative Preferred Stock,
$1.70 First Series, that are not converted into Heinz common stock at or
before 5:00 pm eastern time on April 8, 2013. Outstanding preferred shares
that are not converted by that time will be redeemed at a price of $28.50 per
share plus accrued and unpaid dividends of $0.53 per share, for an aggregate
redemption price of $29.03 per share.

Under the terms of its articles of incorporation, Heinz has deposited in trust
for the account of holders of its Third Cumulative Preferred Stock, $1.70
First Series, the moneys necessary for the redemption and has published notice
of the redemption. Accordingly, effective as of the date of this announcement,
the preferred shares are deemed to be no longer outstanding for any purpose
and all rights with respect to such shares (including voting rights) have
ceased and are terminated other than the right of the holders of Third
Cumulative Preferred Stock, $1.70 First Series, to receive the redemption
price for their preferred shares or to convert their preferred shares into
Heinz common stock on or prior to the redemption date.

Opportunity to Convert Third Cumulative Preferred Stock, $1.70 First Series,
Expires April 8, 2013

Given the financial benefits of conversion, Heinz anticipates that a
significant percentage of the remaining holders of Third Cumulative Stock,
$1.70 First Series, will elect to convert their preferred shares into Heinz
common stock. The Third Cumulative Preferred Stock, $1.70 First Series, is
convertible into Heinz common stock at any time at or before 5:00 pm eastern
time on April 8, 2013 (the redemption date) at a rate of 15 shares of Heinz
common stock for each share of Third Cumulative Preferred Stock, $1.70 First
Series. Assuming that the market price of Heinz common stock on the date of
conversion is $72.47 per share (the closing price of Heinz common stock on
March 1, 2013), a holder that converts one share of Third Cumulative Preferred
Stock, $1.70 First Series, would receive Heinz common stock with a market
value of $1,087.05 rather than the redemption price of $29.03, although there
can be no assurance of the market price of Heinz common stock in the future.

The notice of redemption is being mailed to record holders of Third Cumulative
Preferred Stock, $1.70 First Series. Wells Fargo Bank, N.A. is acting as the
redemption and paying agent. Questions about the Notice of Redemption and
related materials should be directed to Wells Fargo at 1-800-253-3399.

About Heinz

H.J. Heinz Company, offering “Good Food Every Day”™ is one of the world’s
leading marketers and producers of healthy, convenient and affordable foods
specializing in ketchup, sauces, meals, soups, snacks and infant nutrition.
Heinz provides superior quality, taste and nutrition for all eating occasions
whether in the home, restaurants, the office or “on-the-go.” Heinz is a global
family of leading branded products, including Heinz® Ketchup, sauces, soups,
beans, pasta and infant foods (representing over one third of Heinz’s total
sales), Ore-Ida® potato products, Weight Watchers® Smart Ones® entrées, T.G.I.
Friday’s® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic
brands on six continents, showcased by Heinz® Ketchup, The World’s Favorite
Ketchup®.

Cautionary Statement Regarding Forward-Looking Statements

This press release and our other public pronouncements contain forward-looking
statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
generally identified by the words “will,” “expects,” “anticipates,”
“believes,” “estimates” or similar expressions and include our expectations as
to future revenue growth, earnings, capital expenditures and other spending,
dividend policy, and planned credit rating, as well as anticipated reductions
in spending. These forward-looking statements reflect management’s view of
future events and financial performance. These statements are subject to
risks, uncertainties, assumptions and other important factors, many of which
may be beyond Heinz’s control, and could cause actual results to differ
materially from those expressed or implied in these forward-looking
statements. Factors that could cause actual results to differ from such
statements include, but are not limited to:

  *the occurrence of any event, change or other circumstances that could give
    rise to the termination of the merger agreement with an entity formed by
    Berkshire Hathaway and 3G Capital,
  *the failure to receive, on a timely basis or otherwise, the required
    approvals by Heinz's shareholders and government or regulatory agencies
    with regard to the merger agreement,
  *the risk that a closing condition to the merger agreement may not be
    satisfied,
  *the failure of the buyer to obtain the necessary financing in connection
    with the merger agreement,
  *the ability of Heinz to retain and hire key personnel and maintain
    relationships with customers, suppliers and other business partners
    pending the consummation of the proposed merger agreement,
  *sales, volume, earnings, or cash flow growth,
  *general economic, political, and industry conditions, including those that
    could impact consumer spending,
  *competitive conditions, which affect, among other things, customer
    preferences and the pricing of products, production, and energy costs,
  *competition from lower-priced private label brands,
  *increases in the cost and restrictions on the availability of raw
    materials, including agricultural commodities and packaging materials, the
    ability to increase product prices in response, and the impact on
    profitability,
  *the ability to identify and anticipate and respond through innovation to
    consumer trends,
  *the need for product recalls,
  *the ability to maintain favorable supplier and customer relationships, and
    the financial viability of those suppliers and customers,
  *currency valuations and devaluations and interest rate fluctuations,
  *changes in credit ratings, leverage, and economic conditions and the
    impact of these factors on our cost of borrowing and access to capital
    markets,
  *our ability to effectuate our strategy, including our continued evaluation
    of potential opportunities, such as strategic acquisitions, joint
    ventures, divestitures, and other initiatives, our ability to identify,
    finance, and complete these transactions and other initiatives, and our
    ability to realize anticipated benefits from them,
  *the ability to successfully complete cost reduction programs and increase
    productivity,
  *the ability to effectively integrate acquired businesses,
  *new products, packaging innovations, and product mix,
  *the effectiveness of advertising, marketing, and promotional programs,
  *supply chain efficiency,
  *cash flow initiatives,
  *risks inherent in litigation, including tax litigation,
  *the ability to further penetrate and grow and the risk of doing business
    in international markets, particularly our emerging markets; economic or
    political instability in those markets, strikes, nationalization, and the
    performance of business in hyperinflationary environments, in each case
    such as Venezuela; and the uncertain global macroeconomic environment and
    sovereign debt issues, particularly in Europe,
  *changes in estimates in critical accounting judgments and changes in laws
    and regulations, including tax laws,
  *the success of tax planning strategies,
  *the possibility of increased pension expense and contributions and other
    people-related costs,
  *the potential adverse impact of natural disasters, such as flooding and
    crop failures, and the potential impact of climate change,
  *the ability to implement new information systems, potential disruptions
    due to failures in information technology systems, and risks associated
    with social media,
  *with regard to dividends, dividends must be declared by the Board of
    Directors and will be subject to certain legal requirements being met at
    the time of declaration, as well as our Board’s view of our anticipated
    cash needs, and
  *other factors described in “Risk Factors” and “Cautionary Statement
    Relevant to Forward-Looking Information” in Heinz’s Annual Report on Form
    10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q
    thereafter.

The forward-looking statements are based on management’s then current views
and assumptions regarding future events and speak only as of their dates.
Heinz undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by the securities laws.

Contact:

H.J. Heinz Company
Michael Mullen, 412-456-5751
Michael.mullen@us.hjheinz.com
 
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