H.J. Heinz Company Shareholders Overwhelmingly Approve Acquisition by
Berkshire Hathaway and 3G Capital
PITTSBURGH -- April 30, 2013
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) shareholders voted today to approve
and adopt the previously announced merger agreement providing for the
acquisition of Heinz by an investment consortium comprised of Berkshire
Hathaway and an investment fund affiliated with 3G Capital. Heinz shareholders
overwhelmingly approved the deal, with approximately 95 percent of the votes
cast at today’s special meeting voting in favor of the merger agreement,
representing approximately 60 percent of Heinz’s outstanding common stock as
of March 18, 2013, the record date for the special meeting.
“The Board and I want to thank our shareholders for approving this historic
merger agreement,” said William R. Johnson, Heinz Chairman, President and CEO.
“When this transaction was announced on February 14, I said that it would
provide tremendous value to Heinz shareholders. With today’s convincing vote,
Heinz shareholders have confirmed their support for this extraordinary
transaction and its record valuation of Heinz.”
The transaction remains subject to certain customary closing conditions,
including receipt of certain remaining regulatory approvals, and is expected
to close late in the second calendar quarter of 2013 or in the third calendar
quarter of 2013. Heinz has received antitrust clearance in the United States,
Brazil, India, South Korea, Japan, Israel, Mexico, South Africa and Ukraine.
The Company is waiting for antitrust clearance in China, the European Union
and Russia. Additionally, Heinz has filed for other regulatory approvals in
New Zealand, Ireland and Russia.
At the closing of the transaction, Heinz shareholders will receive $72.50 in
cash for each share of common stock they own, in a transaction valued at $28
billion, including the assumption of Heinz’s outstanding debt.
Cautionary Statement Regarding Forward-Looking Statements
This document and Heinz’s other public pronouncements contain forward-looking
statements within the meaning 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 Heinz’s 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
*the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement,
*the failure to receive, on a timely basis or otherwise, the required
approvals from government or regulatory agencies,
*the risk that a closing condition to the proposed merger may not be
*the failure to obtain the necessary financing in connection with the
*the ability of Heinz to retain and hire key personnel and maintain
relationship with customers, suppliers and other business partners pending
the consummation of the proposed merger, 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
The forward-looking statements are and will be 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.
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
H.J. Heinz Company
Michael Mullen, 412-456-5751
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