H.J. Heinz announced that it has entered into a definitive merger agreement to be acquired by an investment consortium comprised of Berkshire Hathaway and 3G Capital.
Heinz said under the terms of the agreement, which has been 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.
Warren Buffett, chairman and CEO of Berkshire Hathaway said, “Heinz has strong, sustainable growth potential based on high quality standards, continuous innovation, excellent management and great tasting products. Their global success is a testament to the power of investing behind strong brand equities and the strength of their management team and processes. We are very pleased to be a part of this partnership.”
Advisors for the transaction include: Centerview Partners and BofA Merrill Lynch as financial advisors to Heinz and Davis Polk & Wardwell 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 is acting as legal advisor to 3G Capital. Munger, Tolles & Olson is acting as legal advisor to Berkshire Hathaway.
To read the H.J. Heinz news release click here.