H.J. Heinz Company Announces Redemption of all 5,787 Outstanding Shares of Third Cumulative Preferred Stock, $1.70 First Series
March 06 2013 - 9:01AM
Business Wire
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.
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