H.J. Heinz Company : Announces Redemption of all 5,787 Outstanding Shares of Third Cumulative Preferred Stock, $1.70 First Series
03/06/2013| 09:05am US/Eastern
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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®.
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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