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H.J. Heinz Company Announces Redemption Of All 5,787 Outstanding Shares Of Third Cumulative Preferred Stock, $1.70 First Series

Stocks in this article: HNZ

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.

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