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Sunday, November 22, 
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Heinz

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EXECUTIVE SUMMARY
  • Heinz CFO: Acquisition pipeline sees "unprecedented levels."
  • Is the food giant considering M&A in emerging markets?
  • But is Heinz a target?
Heinz Ketchup_smaller.png

H.J. Heinz Co. has been rumored as a takeover by Barron's. The Deal's Demitri Diakantonis digs into who might be interested. Kraft Foods Inc., Unilever NV or Nestle SA, perhaps? But, he writes, "don't expect to see the ketchup giant on the auction block anytime soon given the state of the financial markets."

Meanwhile, Heinz's international push continued in 2008. In early October, the company launched a $216 million bid for Australia's Golden Circle Ltd., which makes jams and canned fruit. Nearly two weeks later, as The Deal's Gerald Magpily noted, the company's CFO Art Winkleblack said during a conference: "The pipeline for potential acquisitions has risen to unprecedented levels."

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The events come nearly two months after The Deal's Corporate Dealmaker wondered whether the Pittsburgh-based company was, like its peers, looking toward emerging markets for growth. The buzz stemmed from comments made by the company's chairman, president and chief executive William Johnson at Heinz's annual shareholder meeting that it was looking at opportunities in "the developed and developing world," and that the company expects sales in emerging markets to contribute to a third of its revenue growth in the next two years. Johnson also said Campbell Soup Co. would make a "nice fit," according to a Reuters report, but stopped there.Heinz hasn't been terribly acquisitive of late, but has, like its Golden Circle buy, looked abroad recently. The company unveiled plans July 2 to acquire French sauce and salad dressings maker Benedicta SA for undisclosed terms.

Meanwhile, August marked the second anniversary of the showdown in the battle for control of Heinz's board. The meeting went down Aug. 16, 2006; the results came in about a month later, with Nelson Peltz -- a longtime vocal investor in food companies -- gaining a board seat for himself and one for a member of his slate of five nominees, Michael Weinstein. Peltz, at the helm of Trian Fund Management LP, eagerly pursued appointments for his slate of directors to Heinz's board, while Johnson fought heartily to make sure that didn't happen.

ONE STICKY SITUATION

Peltz, a longtime vocal investor in food companies, sunk his teeth into Heinz in the spring of 2005 and went public with his proposed board appointments in March 2006. His slate of nominees included:

  • Peltz himself, chief executive, Triarc Cos.
  • Michael Weinstein, chairman, Inov8 Beverage Co. LLC
  • Peter W. May, president, Trian Fund Management LP
  • Edward P. Garden, portfolio manager, Trian Fund Management LP, Peltz's son-in-law
  • Gregory J. Norman, chairman and chief executive, Great White Shark Enterprises Inc., pro golfer

Among those Peltz said he wanted ousted were:

  • Pete Coors, former chairman, Coors Brewing Co., vice chairman, Molson Coors Brewing Co.
  • John Drosdick, chairman, president and chief executive, Sunoco Inc.

Peltz got his way with the former, but the latter remained a director.

Heinz agreed in July 2006 to add up to two director slots to its board, expanding it to 14, and proposed corporate governance changes.

RED-HOT EXCHANGES

The battle went back and forth for months, and rarely were Johnson and Peltz at a loss for words. Some particularly prickly remarks from each side:

"Had Mr. Johnson delivered on his five restructuring plans for Heinz, S&P would not have downgraded the Company's debt ratings today. ... Put another way, Trian believes that if management had achieved all that they committed to in previous restructurings, ratings would have gone up. This is yet another example of Johnson's complete lack of credibility." -- A Deal article June 29, 2006 quoting a Trian statement after Standard & Poor's downgraded Heinz's debt in June.

"Now is not the time for adding a self-interested and divisive voice inside the Heinz board room or for distracting the Heinz board and management team. ... Independent stock analysts have characterized his [Peltz's] plans as 'overly aggressive' and 'not achievable.' " -- A Deal article June 16, 2006 quoting Johnson in a cover letter to a proxy statement urging shareholders to vote down Peltz's proposed slate of directors.

"As for Mr. Peltz's assertion that Heinz should try to grow the overall market for ketchup, [Johnson] said: 'Tell G.M. to sell more cars.'" -- A NY Times article June 27, 2006.

THE GREAT SLIM DOWN

In May 2006, Trian detailed its thoughts for a Heinz makeover in a 28-page document. To save Heinz $575 million, Trian suggested a diet of cost-cutting measures, leveraging new debt and shedding assets, and even hinted at a possible sale down the road. The Cayman Islands-based hedge fund wants the food company to put more money into advertising, suggesting measures like doing away with packets and making a small package of ketchup and offering it exclusively to McDonald's Corp.

Peltz has been dealmaking since the 1980s and has had his hand in several food companies, most recently effectively agitating for change at Wendy's International Inc., Cadbury Schweppes plc and Kraft Foods Inc.

  • Earlier in 2006, he grabbed a 5.5% stake in Wendy's and contributed pressure to get the burger chain to sell its Canadian coffee and doughnut unit Tim Hortons. The unit was partially spun off through an IPO in March, which made a solid debut. Through Triarc, Peltz finally acquired Wendy's in April 2008 with a $2.34 billion stock deal.
  • In 2001, through Triarc's private equity arm, Peltz existed his investment in Snapple Beverage Group, selling the drink company and related assets to Cadbury Schweppes plc for $1.45 billion. The deal left Peltz as the franchisor of Arby's restaurant chain and with $400 million cash. Two days after Cadbury unveiled Peltz had built up a 2.98% stake in Cadbury in 2007, the company said it would split its drinks and candy businesses.
  • And over at Kraft, the company agreed to add two Peltz-approved nominees in November 2007, effectively avoiding a public showdown. Days later, Kraft unveiled a $2.6 billion tax-free deal with Ralcorp Holdings Inc. for its Post cereals business.

Meanwhile, back in 2006, Heinz's restructuring plan centered on refocusing its base: condiments, meals and snacks, and infant nutrition. Some highlights include:

  • That February, Lehman Brothers Inc. bought Heinz's European seafood business for $506 million.
  • In September 2005, Heinz's said it would weigh its options for its European frozen foods business.
  • In July 2005, the company grabbed Nancy's Specialty Foods Inc. for an undisclosed amount.
  • In June 2005, Heinz took Group Danone SA's sauces for $860 million.
  • In May 2005, the foodie took a majority stake in Russian condiment maker Petrosoyuz.
  • In June 2002, Heinz agreed to a reverse Morris trust, which reduced taxes on the Heinz side of the deal, with Del Monte Foods Co., combining its tuna, pet foods, soup and baby formula brands with the rival in a $2.8 billion deal.

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