H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has set a date for a special meeting of its shareholders to consider and vote on, among other things, a proposal to approve and adopt the previously announced merger agreement, dated as of February 13, 2013, as amended, providing for the acquisition of Heinz by an investment consortium comprised of Berkshire Hathaway and an investment fund affiliated with 3G Capital. The special meeting will be held on April 30, 2013, at 8 a.m. Eastern Time, at the offices of Davis Polk & Wardwell LLP at 450 Lexington Avenue, New York, NY 10017.
Heinz also announced that the parties have received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the transaction. The early termination of the waiting period under the Hart-Scott-Rodino Act satisfies one of the conditions for consummation of the transaction.
At the closing of the transaction, 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.
Heinz shareholders of record as of the close of business on March 18, 2013 are entitled to vote at the special meeting. Additional information concerning the special meeting and the transaction is included in the definitive proxy statement relating to the special meeting, which has been filed with the Securities and Exchange Commission and will be mailed to Heinz shareholders who are entitled to vote at the special meeting.
The transaction remains subject to certain other closing conditions, including approval by Heinz shareholders, receipt of certain other regulatory approvals and other customary closing conditions, and is expected to close late in the second calendar quarter of 2013 or in the third calendar quarter of 2013.