Heinz expects that, promptly after receipt of the requisite consents at or prior to the Expiration Date, Heinz, Heinz Finance and the Trustee will execute the Supplemental Indenture giving effect to the Proposed Amendments. Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the “Effective Time”). Holders should note that the Effective Time may be prior to the Expiration Date and holders will not be given prior notice of such Effective Time.
The consent solicitation will expire at 5:00 p.m., New York City time, on March 21, 2013 (as such date may be extended by Heinz Finance in its sole discretion) (the “Expiration Date”). Payment of the consent fee will be made promptly after the Supplemental Indenture is executed and all other conditions to the consent solicitation are satisfied or waived. Heinz Finance in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received. Except for the Proposed Amendments, all of the existing terms of the Notes and the indenture under which the Notes were issued will remain unchanged. The effectiveness of the Proposed Amendments is not a condition to the completion of the Merger.
This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read Heinz Finance’s Consent Solicitation Statement, dated March 13, 2013, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. Neither Heinz nor Heinz Finance makes any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agents, Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect), or J.P. Morgan at (866) 834-4660 (toll free) or (212) 834-4811 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent, D.F. King & Co., Inc., by calling (800) 758-5880 (toll free), (212) 269-5550 (collect) or (212) 709-3328 for banks and brokers or by email at Heinz@dfking.com.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
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