Heinz Announces Successful Completion of its Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039

  Heinz Announces Successful Completion of its Consent Solicitation with
  Respect to 7.125% Guaranteed Notes Due 2039

Business Wire

PITTSBURGH -- March 21, 2013

H.J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that its subsidiary
H.J. Heinz Finance Company (“Heinz Finance”) has received the consents
necessary to effect certain amendments (the “Amendments”) to the 7.125%
Guaranteed Notes Due 2039 (CUSIP No. 42307T AH1) issued by Heinz Finance and
fully, unconditionally and irrevocably guaranteed by Heinz (the “Notes”).

The Amendments (a) amend the definition of “Change of Control” contained in
the Notes and (b) add a definition of “Permitted Holder” to the Notes. The
effect of the Amendments is to waive Heinz Finance’s obligation under the
Notes to make a change of control offer to repurchase the Notes at 101% of the
principal amount thereof, plus accrued and unpaid interest, upon consummation
of Heinz’s pending merger with Hawk Acquisition Sub, Inc., an entity
affiliated with Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the
“Merger”), and to make certain other changes to the definition of “Change of
Control”. The effectiveness of the Amendments is not a condition to the
completion of the Merger, although the Merger remains subject to shareholder
and regulatory approvals and other customary closing conditions.

Heinz Finance received the consents of holders of a majority of the aggregate
principal amount of the Notes prior to the expiration time of 5:00 p.m., New
York City time, on March 21, 2013. As a result, Heinz Finance, Heinz and The
Bank of New York Mellon (“the Trustee”) have entered into the First
Supplemental Indenture to the Indenture, dated as of July 6, 2001, by and
among Heinz Finance, Heinz, as guarantor, and the Trustee, which effects the
Amendments.

Heinz Finance will make cash payments of $10.00 for each $1,000 in aggregate
principal amount of Notes for which a consent was validly delivered in
accordance with the terms and conditions of the Consent Solicitation
Statement, dated March 13, 2013, as amended by Supplement No. 1 to the Consent
Solicitation Statement, dated March 18, 2013.

This announcement is for informational purposes only and is neither an offer
to sell nor a solicitation of an offer to buy any Notes or any other
securities. This announcement is also not a solicitation of consents with
respect to the Amendments or any securities.

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 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.

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®.

Copyright (c) 2013

Contact:

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