H.J. Heinz Company Sets April 30 as Date of Special Shareholder Meeting to Vote on Acquisition by 3G Capital & Berkshire Hath...
March 27 2013 - 8:29AM
Business Wire
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it
has set a date for a special meeting of its shareholders to
consider and vote on, among other things, a proposal to approve and
adopt the previously announced merger agreement, dated as of
February 13, 2013, as amended, providing for the acquisition of
Heinz by an investment consortium comprised of Berkshire Hathaway
and an investment fund affiliated with 3G Capital. The special
meeting will be held on April 30, 2013, at 8 a.m. Eastern Time, at
the offices of Davis Polk & Wardwell LLP at 450 Lexington
Avenue, New York, NY 10017.
Heinz also announced that the parties have received early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the transaction. The early termination of the waiting period under
the Hart-Scott-Rodino Act satisfies one of the conditions for
consummation of the transaction.
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.
Heinz shareholders of record as of the close of business on
March 18, 2013 are entitled to vote at the special meeting.
Additional information concerning the special meeting and the
transaction is included in the definitive proxy statement relating
to the special meeting, which has been filed with the Securities
and Exchange Commission and will be mailed to Heinz shareholders
who are entitled to vote at the special meeting.
The transaction remains subject to certain other closing
conditions, including approval by Heinz shareholders, receipt of
certain other regulatory approvals and other customary closing
conditions, and is expected to close late in the second calendar
quarter of 2013 or in the third calendar quarter of 2013.
About HeinzH.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
StatementsThis 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 limited to:
- 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 by Heinz’s shareholders
and government or regulatory agencies,
- the risk that a closing condition to
the proposed merger may not be satisfied,
- the failure to obtain the necessary
financing in connection with the proposed merger,
- 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
thereafter.
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.
Additional Information and Where to Find ItThis document may be
deemed to be solicitation material in respect of the proposed
merger between Heinz and a subsidiary of Hawk Acquisition Holding
Corporation. In connection with the proposed merger, Heinz filed a
definitive proxy statement with the United States Securities and
Exchange Commission (“SEC”) on March 27, 2013. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy
statement will be mailed to the shareholders of Heinz who are
entitled to vote at the special meeting seeking their approval of
the proposed merger. Heinz’s shareholders will also be able to
obtain a copy of the definitive proxy statement free of charge by
directing a request to: H.J. Heinz Company, P.O. Box 57,
Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs
Department. In addition, the definitive proxy statement is
available free of charge at the SEC’s website, www.sec.gov.
Participants in the SolicitationHeinz and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Heinz’s
directors and executive officers is available in Heinz’s proxy
statement for its 2012 annual meeting of shareholders, which was
filed with the SEC on July 6, 2012. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of Heinz’s shareholders in
connection with the proposed merger is set forth in the definitive
proxy statement filed with the SEC on March 27, 2013. These
documents are available free of charge at the SEC’s website at
www.sec.gov, and by mail at: H.J. Heinz Company, P.O. Box 57,
Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs
Department.
Heinz H J (NYSE:HNZ)
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