H.J. Heinz Company (“Heinz”) today announced the completion of its
previously announced acquisition by an investment consortium comprised
of Berkshire Hathaway and an investment fund affiliated with 3G Capital.
The acquisition agreement was first announced on February 14 and the
transaction closed and became effective today.
Heinz shareholders will receive $72.50 in cash for each share of common
stock they owned as of the effective time of the merger, without
interest and less any applicable withholding taxes. As a result of the
completion of the merger, the common stock of Heinz will no longer be
listed for trading on the New York Stock Exchange and Heinz expects no
further trading after the close of business on June 7, 2013.
As previously announced, Bernardo Hees has become Chief Executive
Officer of Heinz, effective immediately.
Addressing his appointment as CEO, Mr. Hees said, “I am honored today to
become Heinz’s seventh CEO in the Company’s renowned 144 year history. I
look forward to building upon Heinz’s incredible platform and delivering
world-class products for all of our consumers around the world, while
maintaining the Company’s unwavering commitment to quality, safety and
superior customer service.”
William R. Johnson, who is credited with transforming Heinz into a
high-performing global leader in the packaged foods industry, today
retired from his position as Heinz’s Chairman, President and CEO, after
a storied 31-year career with the Company, including the last 15 plus
years as CEO. Going forward, Mr. Johnson will serve as a part-time
advisor to Bernardo Hees on certain specific industry and strategic
non-operating matters.
Heinz also announced that Paulo Basilio has become Chief Financial
Officer of Heinz, effective immediately. Mr. Basilio will report
directly to Heinz CEO Bernardo Hees.
“Paulo will be an invaluable partner to me as Heinz transitions to a
private company, while positioning ourselves for continued domestic and
global growth,” said Mr. Hees.
Mr. Basilio, 38, is a partner at 3G Capital. Previously, he served as
CEO of America Latina Logistica (ALL) from 2010 to September 2012, after
having served as ALL’s COO, CFO, Commercial Officer and Analyst. Mr.
Basilio holds a M.Sc. in Economics from Fundacao Getulio Vargas in
Brazil.
Further commenting on the announcement, Mr. Hees said, “I also want to
thank Art Winkleblack for his service to Heinz and wish him the very
best in his future endeavors.”
Exchange of Heinz Stock for Merger Consideration
Heinz shareholders of record as of the effective time of the merger who
hold their shares in certificated form will be sent a letter of
transmittal with detailed written instructions for exchanging their
physical Heinz stock certificates for the merger consideration. Heinz
shareholders of record as of the effective time of the merger who hold
their shares in book-entry form will be sent the merger consideration
for their shares without any further action required on their part. For
those Heinz shareholders whose shares were held in “street name” by a
brokerage firm, bank, trust, or other nominees as of the effective time
of the merger, their brokerage firm, bank, trust or other nominees will
handle the exchange of their shares for the merger consideration.
Advisors
Centerview Partners and BofA Merrill Lynch acted as financial advisors
to Heinz and Davis Polk & Wardwell LLP served as legal advisor to Heinz.
Moelis & Company acted as advisors to the Transaction Committee of
Heinz’s Board of Directors and Wachtell, Lipton, Rosen & Katz served as
legal advisor to the Transaction Committee of Heinz’s Board of Directors.
Lazard served as lead financial advisor. J.P. Morgan and Wells Fargo
also served as financial advisors to the investment consortium. Kirkland
& Ellis LLP acted as legal advisor to 3G Capital. Munger, Tolles & Olson
LLP acted as legal advisor to Berkshire Hathaway.
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®.
About Berkshire Hathaway
Berkshire Hathaway and its subsidiaries engage in diverse business
activities including property and casualty insurance and reinsurance,
utilities and energy, freight rail transportation, finance,
manufacturing, retailing and services. Common stock of Berkshire
Hathaway is listed on the New York Stock Exchange, trading symbols BRK.A
and BRK.B.
About 3G Capital
3G Capital is a global investment firm focused on long-term value, with
a particular emphasis on maximizing the potential of brands and
businesses. The firm and its partners have a strong history of
generating value through operational excellence, board involvement, deep
sector expertise and an extensive global network. 3G Capital works in
close partnership with management teams at its portfolio companies and
places a strong emphasis on recruiting, developing and retaining
top-tier talent. 3G Capital’s main office is in New York City. For more
information on 3G Capital, please go to http://www.3g-capital.com.
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 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.
H.J. Heinz Company
Michael Mullen, 412-456-5751
Michael.mullen@us.hjheinz.com