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Heinz Acquisition of HP Foods Receives Full Clearance From UK Competition Commission; Company Achieves Another Important Milestone in Global Growth and Transformation Plan

Posted on: Friday, 24 March 2006, 12:00 CST

H. J. Heinz Company (NYSE:HNZ) said today that its acquisition of the HP Foods Group has received final clearance from the UK Competition Commission with no modifications. The completion of the review enables Heinz to integrate leading brands such as HP(TM), Lea & Perrins(TM) and Amoy(TM) into the Company's operations.

HP(TM) Sauces and Lea & Perrins(TM) Worcestershire Sauce joins a roster of 10 category-leading consumer brands at Heinz that now account for 60% of the Company's global sales, growing at 6% this year.

"With the addition of the iconic HP(TM) and Lea & Perrins(TM) brands, along with Amoy(TM) in Europe, Heinz greatly strengthens its global leadership in the Ketchup and Sauces category," said William R. Johnson, Heinz Chairman, President and CEO. "Heinz's vision is to deliver top-tier shareholder returns by focusing on substantial growth in three food categories - Ketchup & Sauces, Meals & Snacks, and Infant Nutrition in six large global markets and four fast-growing emerging markets."

Heinz research and brand development teams will now collaborate to build a product pipeline to excite consumers with new flavors and improved packaging, increase consumption and drive profitable growth for Heinz on both sides of the Atlantic in this important category.

The acquisition of HP Foods marks another important milestone in Heinz's strategic growth plan and portfolio transformation. Coupled with the divestitures of European Seafood, HAK(TM) vegetables, and the HP Foods Ethnic business, and the acquisition of the Petrosoyuz sauces businesses in Russia, Heinz is better positioned for stronger growth and higher gross margins in Europe. Globally, Heinz is on-track to achieve nearly $1 billion in proceeds from disposals by the end of the first quarter of fiscal 2007 as it hones its focus on growth in its three core categories of Ketchup & Sauces; Meals & Snacks; and Infant Nutrition.

Heinz completed its acquisition of HP Foods for GBP 470 million on Aug. 16, 2005. The transaction gave Heinz leading culinary brands such as Lea & Perrins(TM) Worcestershire Sauce, HP(TM) sauces and a license to market Amoy(TM) Asian sauces brands in Europe.

On Feb. 22, 2006, the UK Competition Commission had issued provisional clearance of the completed acquisition of the HP Foods Group. The press releases from the UK Competition Commission can be viewed at: http://www.competition-commission.org.uk/index.htm

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, the ability to identify and anticipate and respond through innovation to consumer trends, the need for product recalls, the ability to maintain favorable supplier relationships, achieving cost savings and gross margins objectives, currency valuations and interest rate fluctuations, change in credit ratings, the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives, approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements, the results of shareholder proposals, the success of Heinz's growth and innovation strategy and the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures, the ability to effectively integrate acquired businesses, new product and packaging innovations, product mix, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments and other laws and regulations, including tax laws, the success of tax planning strategies, the possibility of increased pension expense and contributions and other people-related costs, the possibility of an impairment in Heinz's investments, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information in the Company's Form 10-K for the fiscal year ended April 27, 2005. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, Every Day(TM)," is one of the world's leading marketers and producers of branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks, and infant foods. Heinz satisfies hungry consumers in every outlet, from supermarkets to restaurants to convenience stores and kiosks. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales or close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) french fries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz's 50 companies have number-one or number-two brands in 200 countries, showcased by Heinz(R) Ketchup, The World's Favorite Ketchup(TM). Information on Heinz is available at www.heinz.com/news.

Source: Business Wire

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