PITTSBURGH and NORTHFIELD, Ill., June
10, 2015 /PRNewswire/ -- H.J. Heinz Company and Kraft
Foods Group (NASDAQ: KRFT) announced today that the Canadian
Competition Bureau has issued a "no action" letter
indicating that the Bureau does not intend to
challenge the companies' proposed merger. The transaction remains
subject to approval by Kraft shareholders and other customary
closing conditions.
Kraft will hold a special meeting of shareholders to vote on the
merger on July 1, 2015. Additional
information concerning the proposed merger and the special meeting
is included in the definitive Proxy Statement/Prospectus, which was
filed with the Securities and Exchange Commission on June 2, 2015 and mailed to Kraft shareholders who
are entitled to vote on the proposal.
ABOUT HEINZ
H.J. Heinz Company, offering "Good Food
Every Day"™ is one of the world's leading marketers and producers
of healthy, convenient and affordable foods specializing in
ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz
provides superior quality, taste and nutrition for all eating
occasions whether in the home, restaurants, the office or
"on-the-go." Heinz is a global family of leading branded products,
including Heinz® Ketchup, sauces, soups, beans, pasta and infant
foods (representing over one third of Heinz's total sales),
Ore-Ida® potato products, Weight Watchers® Smart Ones® entrees,
T.G.I. Friday's® snacks, and Plasmon
infant nutrition. Heinz is famous for its iconic brands on six
continents, showcased by Heinz® Ketchup, The World's Favorite
Ketchup®.
ABOUT KRAFT FOODS GROUP
Kraft Foods Group, Inc.
(NASDAQ: KRFT) is one of North
America's largest consumer packaged food and beverage
companies, with annual revenues of more than $18 billion. The company's iconic brands include
Kraft, Capri Sun, JELL-O, Kool-Aid,
Lunchables, Maxwell House, Oscar Mayer, Philadelphia, Planters and
Velveeta. Kraft's 22,000 employees in the U.S. and
Canada have a passion for making
the foods and beverages people love. Kraft is a member of the
Standard & Poor's 500 and the NASDAQ-100 indices. For more
information about Kraft, visit www.kraftfoodsgroup.com and
www.facebook.com/kraft.
Forward-Looking Statements
Certain of the matters discussed in this release constitute
"forward-looking statements" within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, both as
amended by the Private Securities Litigation Reform Act of 1995.
Words such as "will," "access," "focus," "deliver," "work"
"continue" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the proposed
merger.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication. For example, the
expected timing and likelihood of completion of the proposed
merger, including the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the proposed
merger that could reduce anticipated benefits or cause the parties
to abandon the transaction, the ability to successfully integrate
the businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the possibility that Kraft shareholders may not approve
the merger agreement, the risk that the parties may not be able to
satisfy the conditions to the proposed transaction in a timely
manner or at all, risks related to disruption of management time
from ongoing business operations due to the proposed transaction,
the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of
Kraft's common stock, and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of
Kraft and Heinz to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally,
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the combined
company may be unable to achieve cost-cutting synergies or it may
take longer than expected to achieve those synergies, and other
factors. All such factors are difficult to predict and are beyond
our control. We disclaim and do not undertake any obligation to
update or revise any forward-looking statement in this
communication, except as required by applicable law or
regulation.
Additional Information and Where to Find It
This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction
between Kraft and Heinz. In connection with the proposed
transaction, Heinz filed a registration statement on Form S-4,
containing a proxy statement/prospectus (as amended, the "S-4")
with the Securities and Exchange Commission ("SEC"). The
registration statement was declared effective by the SEC on
June 2, 2015 and the definitive proxy statement/prospectus has
been mailed to stockholders of Kraft. This communication is not a
substitute for the registration statement, definitive proxy
statement/prospectus or any other documents that Heinz or Kraft has
filed with the SEC or sent to shareholders in connection with the
proposed transaction. SHAREHOLDERS OF KRAFT ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of the S-4,
including the proxy statement/prospectus, and other documents filed
with the SEC free of charge at the SEC's
website, http://www.sec.gov. Copies of documents filed with
the SEC by Kraft will be made available free of charge on Kraft's
website at http://www.kraftfoodsgroup.com/. Copies of
documents filed with the SEC by Heinz will be made available free
of charge on Heinz's website at http://www.heinz.com/.
Participants in Solicitation
Kraft and its directors
and executive officers, and Heinz and its directors and executive
officers, may be deemed to be participants in the solicitation of
proxies from the holders of Kraft common stock in respect of the
proposed transaction. Information about the directors and executive
officers of Kraft is set forth in the proxy statement for Kraft's
2015 Annual Meeting of Shareholders, which was filed with the SEC
on March 18, 2015. Information about the directors and
executive officers of Heinz is set forth in the definitive proxy
statement/prospectus. Investors may obtain additional information
regarding the interests of such participants by reading the
definitive proxy statement/prospectus regarding the proposed
transaction. You may obtain free copies of these documents as
described in the preceding paragraph.
Logo - http://photos.prnewswire.com/prnh/20150610/222248LOGO
Logo - http://photos.prnewswire.com/prnh/20090420/KRAFTLOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/hj-heinz-company-and-kraft-foods-group-announce-regulatory-approval-from-canadas-competition-bureau-for-proposed-merger-300097341.html
SOURCE Kraft Foods Group