H.J. Heinz Company Extends Expiration Date of Change of Control Offers to Purchase Certain Series of H.J. Heinz Company’s O...
June 04 2013 - 7:56AM
Business Wire
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced
that it is extending the expiration date of its change of control
offers to purchase any and all of its outstanding 2.000% Notes due
2016, 1.500% Notes due 2017, 3.125% Notes due 2021 and 2.850% Notes
due 2022 (the “Notes”) for cash equal to 101% of the
principal amount (the “Change of Control Offers”), until
5:00 p.m., New York City time, on June 5, 2013. As of June 3, 2013,
approximately the following aggregate principal amounts of Notes
had been tendered in the respective Change of Control Offers:
$241,682,000 aggregate principal amount of 2.000% Notes due 2016,
$282,258,000 aggregate principal amount of 1.500% Notes due 2017,
$365,567,000 aggregate principal amount of 3.125% Notes due 2021
and $294,201,000 aggregate principal amount of 2.850% Notes due
2022. Except as otherwise described above, the terms and conditions
of the Change of Control Offers are described in the change of
control offers to purchase, dated May 3, 2013. Holders eligible to
participate in the Change of Control Offers are encouraged to read
such documents carefully before making a decision with respect to
the Change of Control Offers.
Heinz today also announced the termination of its change of
control offer to purchase any and all of its outstanding 6.049%
Dealer Remarketable Securities (the “Drs.”) for cash equal
to 115.509% of the principal amount of the Drs, as it has
separately agreed to repurchase all such outstanding securities
from the holder thereof.
This press release is neither an offer to purchase nor a
solicitation to buy any Notes nor is it a solicitation for
acceptance of the Change of Control Offers. Heinz is making the
Change of Control Offers only by, and pursuant to the terms of, the
change of control offers to purchase. The Change of Control Offers
are not being made to (nor will tenders of Notes be accepted from
or on behalf of) holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
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 limited to:
- the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement,
- 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.
Heinz H J (NYSE:HNZ)
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