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Heinz Reports Third-Quarter EPS From Continuing Operations, Excluding Special Items, Of $0.99 ($0.95 Reported)

The year-to-date tax rate was 15.9% versus 19.7% last year. Heinz reported diluted earnings per share from continuing operations of $2.75, an increase of 16.0%. Excluding special items, diluted earnings per share from continuing operations was $2.79, an increase of 7.3%.

EPS in the first nine months of this year was reduced by $0.06 from unfavorable foreign currency translation.

Including discontinued operations, Heinz reported total Company net income of $817 million and EPS of $2.53 in the first nine months of this year.

H.J. Heinz Company Enters Into Agreement to Be Acquired by Berkshire Hathaway and 3G Capital

As previously announced on Thursday, February 14, 2013, the H.J. Heinz Company entered into a definitive merger agreement to be acquired by an investment consortium comprised of Berkshire Hathaway and 3G Capital.

Under the terms of the agreement, which was unanimously approved by Heinz's Board of Directors, 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. The per share price represents a 20% premium to Heinz's closing share price of $60.48 on February 13, 2013, a 19% premium to Heinz's all-time high share price, a 23% premium to the 90-day average Heinz share price and a 30% premium to the one-year average share price.

The transaction is subject to approval by Heinz shareholders, receipt of regulatory approvals and other customary closing conditions, and is expected to close in the third (calendar) quarter of 2013.

As announced on February 14, Heinz will not host a conference call with securities analysts to discuss the Company's third-quarter Fiscal 2013 results.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

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 Berkshire Hathaway and 3G Capital,
  • the failure to receive, on a timely basis or otherwise, the required approvals by the Company'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 the Company 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 the Company’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. The Company 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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