Robbins Geller Rudman & Dowd LLP Files Class Action Suit against H.J. Heinz
SAN DIEGO -- March 15, 2013
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a
class action has been commenced in the United States District Court for the
Western District of Pennsylvania on behalf of holders of H.J. Heinz Company
(“Heinz”) (NYSE:HNZ) common stock on February 14, 2013, in connection with the
proposed acquisition of Heinz by Berkshire Hathaway, Inc. (“Berkshire”) and 3G
Capital Management, LLC (“3G Capital”) (the ”Proposed Acquisition”).
If you wish to serve as lead plaintiff, you must move the Court no later than
60 days from today. If you wish to discuss this action or have any questions
concerning this notice or your rights or interests, please contact plaintiff’s
counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or
via e-mail at firstname.lastname@example.org. Any member of the putative class may move the
Court to serve as lead plaintiff through counsel of their choice, or may
choose to do nothing and remain an absent class member.
The complaint charges the Heinz Board of Directors (the “Board”), Berkshire
and 3G Capital with violations of the Securities Exchange Act of 1934 (“1934
Act”) and breaches of fiduciary duty and/or the aiding and abetting of such
breaches in connection with the Proposed Acquisition. Heinz is the most global
of all U.S.-based food companies, providing nutritious and convenient foods
for families in 200 countries around the world.
On February 14, 2013, Heinz, Berkshire and 3G Capital announced that they had
entered into a definitive merger agreement under which Heinz would be acquired
by Berkshire and 3G Capital for $72.50 per share. The complaint alleges that
the Proposed Acquisition is the result of an unfair sales process designed to
ensure that only Berkshire and 3G Capital have the opportunity to acquire
Heinz in breach of the fiduciary duties owed to Heinz by the Board. The
complaint also alleges that the Board, Berkshire and 3G Capital violated
§§14(a) and 20(a) of the 1934 Act by issuing a false Proxy Statement in
connection with the Proposed Acquisition on March 4, 2013. The Proxy Statement
contains a number of false and misleading statements that are material to
shareholders who are expected to rely upon the Proxy Statement to determine
whether to approve the Proposed Acquisition. These include facts relating to:
(a)the strategic alternatives available to the Company; (b)the financial
projections relied on by the Board’s financial advisors in their valuation
analyses; (c)the inputs and data underlying the financial analyses of the
Board’s financial advisors; and (d)the potential conflicts of interest
burdening Heinz’s financial advisors.
Plaintiff seeks injunctive and equitable relief derivatively on behalf of
Heinz and on behalf of holders of Heinz common stock on February 14, 2013 (the
“Class”). The plaintiff is represented by Robbins Geller, which has expertise
in prosecuting investor class actions and extensive experience in actions
involving financial fraud.
Robbins Geller represents U.S. and international institutional investors in
contingency-based securities and corporate litigation. With nearly 200 lawyers
in nine offices, the firm represents hundreds of public and multi-employer
pension funds with combined assets under management in excess of $2 trillion.
The firm has obtained many of the largest recoveries in history and has been
ranked number one in the number of shareholder class action recoveries in
MSCI’s Top SCAS 50 every year since 2003. According to Cornerstone Research,
the firm’s recoveries have averaged 35% above the median for all firms over
the past seven years (2005-2011). Please visit http://www.rgrdlaw.com for more
Robbins Geller Rudman & Dowd LLP
800/449-4900 or 619/231-1058
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