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 CompanyMichael Mullen,
412-456-5751Michael.mullen@us.hjheinz.com
Heinz H J (NYSE:HNZ)
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