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Executives

William R. Johnson – Chairman, President and Chief Executive Officer-H.J. Heinz Company

Alex Behring – Managing Partner-3G Capital

Analysts

Peter King – KDKA Radio

Malia Spencer – Pittsburg Business Times

Keith James – KDKA Radio

H.J. Heinz Company (HNZ) Agreement to be acquired by Berkshire Hathaway and 3G Capital Conference Call February 14, 2013 11:00 AM ET

William R. Johnson

Welcome and thank you for being here today for what is a truly historic moment for H.J. Heinz Company, our shareholders, our 32,000 employees around the world, our customers, our global consumers and for the great city of Pittsburgh with the Heinz brand first-born. Heinz has entered into a definitive agreement to be acquired by an investment group led by Berkshire Hathaway and 3G Capital. Two names were stellar reputations for doing the right thing for and with the businesses they own.

Doing the right thing has been accretive of the H.J. Heinz Company since Henry Jay Heinz introduced its first product in 1869. And that simple premise that served us so well for all of these years has led to today’s exciting announcement about our new partnership and new platform for growing our great company.

Under terms of the agreement, Heinz shareholders will receive $72.50 in cash per share. That’s a 19% premium to our all-time high share price, and a 30% premium to our one year average share price. It also represents almost 14 times EBITDA and over a 30% premium to our 10 year EBITDA average. Given this value and following a comprehensive review, our board has unanimously approved this transaction. The deal will deliver a substantial return for shareholders and ensure our commitments to Pittsburgh.

Upon closing this unprecedented transaction, Heinz will become a private enterprise. At $28 billion this will be the largest acquisition that any company in history of the food business. Our shareholders have been well rewarded as this transaction is occurring from a position of strength at the 30 consecutive quarters of organic top-line growth and an all time record market cap. It’s a great complement to all who have contributed to the success of this company.

More than a decade ago, we began a journey of transforming Heinz from the U.S. Central Food Company into a global power house with a more focused portfolio of strong brands and advantage categories. The two-thirds of our sales now generated outside the United States and 25% of our sales in emerging markets, the company has got significant global reach and capabilities. Today’s announcement confirms the value of what we have achieved and the strength of the platform we have build for continued superior performance. This new chapter will be filled with many opportunities for Heinz to further expand our global reach, further strengthen our competitive position and create new opportunities for our employees.

I’m thrilled to share this news today for a variety of reasons. First, we have succeeded in adding tremendous value for our shareholders on top of an already historic high share price that has climbed steadily during the past four years since the global financial crisis of 2008, recently reaching more than $60 per share. Prior to today’s announcement, we have delivered cumulative total shareholder returns of 133% since 2006 at the agreed price of $72.50 total shareholder returns since 2006 would be a superior 177%. This is a terrific achievement on all fronts.

Secondly, this is clearly a moment to reflect on what we have accomplished in the past and the opportunities that lie ahead for our iconic brands. There are reasons for the value of Heinz shares today. Among them, our great brands, our unique emerging market platform, our global platform of products with number one and number two share positions in more than 50 countries and most importantly, the strength and capabilities of our people. We are regularly recognized in the United States for doing the right thing. Forbes Magazine called us one of the most trustworthy companies in America for our transparency in accounting and record of prudent management.

And just a few months ago, the American Customer Satisfaction Index once again ranked Heinz number one in customer satisfaction among all food manufacturers for a record 13th consecutive year. This enduring success reflects our employee’s dedication in making exceptional products that consistently satisfy consumers. Heinz is a perennial leader in our industry because we focus everyday on meeting the consumer’s appetite for premium quality great tasting convenient foods that deliver value.

Quite simply, the opportunity to build upon this incredible platform and strengthen our world leading brands will be greatly facilitated by the proposed new structure in our position as a private company. The deal provides Heinz with more flexibility and as a private company, we can be even more focused, more competitive, more nimble and benefit from much faster decision making.

On behalf of our Board members and shareholders, I would like to publicly thank both Berkshire Hathaway and 3G Capital to buy their offer have acknowledged our success and the value of the Heinz brand and our global portfolio businesses. We look forward to partnering with them in what I know will be an exciting new chapter in the history of Heinz.

Berkshire Hathaway led by the person that many referred to as he world’s greatest investor, Warren Buffett, owns leading businesses across a variety of industries. 3G Capital is a global investment firm focused on long-term value creation with a particular emphasis on building and expanding great brands like Burger King and Budweiser. We cannot ask for a better endorsement in leadership than to have these highly respected individuals and their organizations behind the Heinz brand in the years to come.

Finally, we are mindful of how we got here. Heinz is always been a company that is honored and leveraged for our values and heritage. I build that becoming a privately held food company allows us to deepen our roots in Pittsburgh and build more loyalty around our great brands. With an appreciation of this company’s long-haul values and relationships around the world, Berkshire Hathaway and 3G Capital have pledged to maintain Pittsburgh as Heinz’s headquarters. The people of this region have contributed greatly to the success of Heinz’s over the decades. Similarly our employees outside of Pittsburgh in offices, factories and warehouses around the globe represent us with distinction in all the communities where we operate. Therefore our agreement also calls for ongoing philanthropic support of community initiatives and related programs, sponsorships and goodwill.

We have invested wisely over many years of being a responsible corporate citizen, committed to safe practices, environmental stewardship, and giving back to the community this will not change. While our ownership will change the great Heinz brand name will remain along with the people and product consumers around the world have come to trust and love. While we are engaged in closing this transaction we are keeping focused on our business in every respect, before we began our new chapter as a private company, Heinz shareholders and regulatory agencies must approve this deal. We anticipate the transaction will close sometime in the third quarter of calendar 2013.

This is a great day for Heinz shareholders, employees, customers and consumers. I have worked for Heinz for 31 years and, like many of our colleagues and, I'm exhilarated about what we do every day, and I'm even more thrilled about the possibilities that lie ahead. Alex Behring, Managing Partner of 3G Capital, will share his perspective on Heinz, how we got here today, and why this transaction is such a great event in so many ways. Following Alex’s remarks, we will accept questions from the press in the room.

Thank you and with that I will turn it over to Alex.

Alex Behring

Thank you, Bill, and thanks again for inviting me to be here today, and good morning. I was very excited coming into Pittsburgh today and seeing Heinz Staging and being reminded that is a city of champions. I think this is a historic day for the food industry. This is a landmark transaction, which I thank will be a win for the Company, its employees, its customers, its shareholders and the investors in the long run as well.

I think that the reasons that led us to start the conversations with Heinz that led to this transaction are simple and it will come as no surprise to anyone. I mean, first we’re very excited about the brand. As Bill just said, it’s a truly global brand. It has incredible consumer perception around the world and it’s really – truly a fully power house brand.

Number two, the precision of the company, the enviable position that Heinz is in, the food industry on a global basis in generally number one or number two in a variety of categories. They’re attractive, growing and debt position obviously – I believe the third reason that we’re so excited to do this is the people because I mean the company did not yet [reduce positions].

We would not have that into this position without the great work that was done in this company, in particularly the last 15 years under your leadership where this company really – it’s very, very successful. I mean, I’m not even going to measure the number that you just said. They speak for themselves. But it’s really, really remarkable, a remarkable one that put the company in this position.

It also goes without saying how pleased and how honored we are to be partners with Berkshire Hathaway which obviously does not require any introduction. It was refreshing earlier this week on Monday, when Bill and I had the pleasure of eating lunch with one buffet in on the high to see somewhere appears extraordinary accomplishment and stature to see how excited it really is, with the prospects of this business and how much admirable, admire to brand and the company. As Bill mentioned we and our partners at 3G have been involved in a variety of consumer companies, more recently Burger King for 24 years in (inaudible) and we really all about long-term value creation, really that committed to strong brands on a global basis, and we're continuously searching for excellence in everything that we're involved in.

And I think as we hopefully are proud now to be part of the path forward here at Heinz, we have excited to be a part of that and obviously as Bill remarked earlier, we are proud of the company's Pittsburgh heritage, this company has been around for 140 years approximately, here and so we are committed to keeping the headquarters here in Pittsburgh and to continue to be involved with Heinz Stadium and the community.

That's all I had to say, thank you for your attention and I guess we open for questions Mike.

Alex Behring

Before we do that, in order to really [welcome] to Pittsburgh, and I am sure in January we'll see that's an really coming say not supposed to be gold and I am saying its red, behind sketch.

William R. Johnson

Thank you so much.

Alex Behring

And your 9 year old daughter I’m sure is going to take this away immediately

Question-and-Answer Session

Unidentified Analyst

(Inaudible)

Unidentified Analyst

(Inaudible) Thomson Reuters. Good morning.

William R. Johnson

Good morning.

Unidentified Analyst

3G has been associated with some aggressive cost-cutting measures in the past. Is that a strategy likely to figure, and if so in what areas do you identify?

William R. Johnson

I think that we’ve been involved in a variety of deals in the past. Some of them had a lot of cost optimization and opportunities and efficiencies and some of them didn’t and I think here it’s very early to say. I think we’re just getting involved and have several months ahead of us to get understand the team and the people. And it’s certainly is a company that if you were to compare and contrast with some of the businesses that we got involved just in the past, this is a company that’s doing extremely well as it is and has been doing extremely well for a number of years prior to our involvement.

Peter King – KDKA Radio

Good morning, gentlemen. I am Peter King from KDKA Radio. Mr. Johnson, when did do (inaudible)?

William R. Johnson

I started actually almost eight weeks ago to this week. (Inaudible) one of his partners visited me. We had dinner. Actually I thought they were coming to have dinner with me, because they won Burger King and were a customer and they were unhappy. Turns out they were a happy customer and that led to further conversations. We did not solicit this. They came to me unsolicited. But as a public company when they visited, I said, we have a group here, responsibility to follow-up on this. Surely thereafter we had official conversations and in a proposal we send in a proposal that we then took to the Board and the Board has worked diligently to sort of evaluate this over the last 60 days. I think it really began in earnest about six weeks ago and we have been working diligently and vigorously over the last six weeks with the Board and with the other side to get today’s announcement. And Dave Bondy, WPXI-TV in Pittsburgh to Mr. Behring. There’s lot of legislators, local leaders in the community, workers and even residents who want the guarantee that Heinz will stay in Pittsburgh and word to sometimes meaning us what guarantee can you give this community.

Alex Behring

We have start that publically in a variety of business Warren Buffett.

William R. Johnson

It’s in the contract which is about a strong and they can get and then Warren Buffett Monday gave us his assurance that he had absolutely no interest in this company leaving Pittsburgh.

Unidentified Analyst

Hello (inaudible). Just a follow-up on that question, because you did mentioned that might be discussing have in Pittsburgh they interested, why changes Honeywell people here to see now once its merger configured.

William R. Johnson

Well thanks. Initially you won’t see any change, I mean I think Pittsburgh has been Heinz's home since 1869 and we will continue to honor our commitments in Pittsburgh you will still see Heinz Field, you’ll still see Heinz Chapel, you’ll still see Heinz involved with the number of things, I think overtime I think to further your question, I think overtime what you will see is hopefully a growing by platform for substantial global growth, I think 3G and Mr. Buffet and moving into Heinz was the ability to use this as a platform to show to get bigger around the global food industry and Pittsburgh obviously being our headquarters that would benefits Pittsburgh over a period of time. But I think initially and I probably think even a year from now you won’t see anything that really will change your view of Pittsburgh we will simply not be listed in the papers everyday under the stock tables, but we will continue to be here and continue to be very much involve with the community.

Unidentified Analyst

There will be a change in the number of jobs as well?

William R. Johnson

I think it’s too early to say and as Alex said earlier, we have not had those discussions yet, but long-term, I think the other way, long-term we may have more jobs here, as business gets bigger and so, again I think the thing you all have to keep in mind and make this difference in most situation is this company is been acquired from the position of strength.

I mean our stock has been in all-time high with the third consecutive quarters of organic top line growth, this company has never been stronger. That doesn’t mean that there won’t be changes going forward, but I think ultimately this will be a platform for really doing bigger and better things in this industry. It is interesting as an aside that if you look at the market today, a numbers of our peer companies are trading up on the news about us and I will lead that implications of that to your own judgment and discretion. But I do think that our goal here is to make this a bigger, even more global company. And, I think that’s the goal we share with 3G and with Mr. Behring.

Unidentified Analyst

(Inaudible) here in Pittsburg, you had meetings with some employees, locally here earlier today, what is being conveyed to employees? What can you tell them right now, and the families of the employees that are listening, number one. And number two, what changes if any are ahead for benefits or pensions or working relationships with employees here?

William R. Johnson

Well, I met with employees. Mr. Behring was not in the meeting with the employees. I met with employees this morning and talked to my employees. I think I spent about half the time in tears, and the other half telling jokes and it’s a very emotional day. Having said that, I also told the employees that observing over the four or five months before this initiative closes it would be no changes, that they will continue to be expected to perform their jobs as usual, the business will continue to run the way it’s been run, the leadership won’t change and, I think beyond that, I said to them, the more value we create as employers and more opportunities we identify. I think the safer people will be. And I also said them that there are certain things I couldn’t comment on, because I don’t know the answer to it, and that’s one of them. I don’t know long-term, what the employment situation will be? We have 1,200 people in Pittsburgh between our North American operations and our world headquarters operations. And I think given the fact that we’re remaining in Pittsburgh, and we have a desire to grow. I think there can be some assurances that a number of people are going to remain committed to this company and employed by this company, but I think beyond that is just too early to comment, because we just don’t know.

Unidentified Analyst

(Inaudible)

William R. Johnson

Well, again I think the business has been acquired for the purposes of taking a private [tourism] and then to use it as a global platform from, which to build a bigger and better business. The offer was such that I simply felt compelled to take it to the board is part of my (inaudible) responsibilities and the board really takes over in this process and the board outside advisers on their own. The company had representatives and advisers also working on this, and I think the board finally concluded that the value opportunity for the shareholders was just too great to pass up. I mean this is the largest transaction in the history of global food business. When you think about that for a minute that puts in a perspective. And secondly, one of the things we agreed on and to vary offset because I told them that Pittsburgh was non-negotiable that Pittsburgh is my home.

Pittsburgh is a home of all our people. Pittsburgh has been the home of this company since 1869. There have been six CEOs and five Chairmen in 144 years of this company. It’s a record. I don’t think any other company in America can match, and those were also very important considerations for the board, as well as the treatment of the employees and as well as just are the fact that that our talent and capabilities lie here. So I think when you combined all that together, the board concluded that it was such a compelling proposition that they simply had no choice, but to recommend it to shareholders, and I think the board does so enthusiastically, and with a very good feeling about the future of the Heinz Company.

Unidentified Analyst

Probably similar question given the offer that was made, what would have been the disadvantages to offer as you have as a public company?

William R. Johnson

Well I think in a private setting there are things we can do in terms of more rapid decision making, we don’t have to worry about quarterly earnings, and quarterly communications with investors, and the markets which takes a fair amount of management time, and it’s hugely distracting, and I think so our view was particularly being partner with 3G, who brings a similar mindset, and Berkshire Hathaway, that the opportunity was to really be able to build this brand even more globally than it is today, give our employees opportunities they may be couldn’t get in a public setting. And I think fundamentally, this company is returning to its roots, I mean it’s interesting most of the people in this room are obviously too young to remember that, fortunately me too, but this company was a private company for 80 years, and then it became a public company , now it’s returning to the roots that H.J. built this company around, and that eventually, one of the members of the generational changes decided to take public.

So I don’t think from a Pittsburgh community standpoint there is going to be anything that you will notice differently about the Company. And I think the employees are both enthusiastic, and frankly there is a little anxious about, what this means for them. But I can tell you the response we got today from the employees was terrific. At the end of the presentation employees applaud it, cheered they understand, we’re going to be very open with them, I think it’s just generally a better environment for us to deliver on our growth plans.

Unidentified Analyst

(Inaudible) Thomson Reuters. Speaking of the community, how would this transaction impact the relationship between Heinz and the Heinz Foundation, any kind of windfall from this, will see any increase or decrease in funding over time.

William R. Johnson

Well, I mean there is a number of Heinz Foundation; we have a company foundation which will continue to fund in the normal manner that we’ve been funding it. And that is involved in a number of charitable activities including our micronutrient program which is a global program to feed children who are suffering from anemia or have vitamin A deficiencies and that will continue to operate as it has. The other foundations you have to ask them it’s really related to the family foundations. We have no idea how many shares they own of Heinz stock or what their positions are because they are not in a level that requires public disclosure. So again I don’t want to speak for them, I’ll just speak for our own foundation.

Malia Spencer – Pittsburg Business Times

So does the management leadership stay on and for how long? And what are your (inaudible)?

William R. Johnson

That has not been determined. As part of this kind of transaction, management and the other side are predominantly focused – not predominantly, entirely focused on getting the best deal for shareholders and employees. So there has been no discussion about the future of management. There has been no discussion about my tenure and what happens going forward. There has been no discussion about any other members of management nor will there be for a while. The contract has now been signed and those discussions will probably take place over the next several months.

Now, clearly I’ve been in this job for 15 years. I’m the longest tenured CEO in the food business totally in America and probably globally. I’m way too young to retire. My wife is in the back of the room, said you are not sitting in home and having lunch with me. So I hope to continue to do something if it’s not here, I hope at somewhere else. But I can tell you that I don’t play golf, I will play tennis, I jog and believe me I’m not good enough to jog for 14 hours a day. I’m used to working 14 hours a day. So something is going to happen. But in terms of our relationship, we have not had any discussions about the management team.

Alex Behring

Very excited to have the discussion at the right time and we are precluded from having those discussions for the same reasons Bill just alluded to.

Keith James – KDKA Radio

Hey, Bill. I’m Keith James with KDKA Radio. for you, why this type of transaction as opposed to just buying a whole bunch of stock?

Alex Behring

No, Keith. we like to be involved in this company’s long-term. I think that this as Bill alluded to, we like a private scenario, we think the private scenario does allow very superior decision making. It does allow you to focus on what’s right medium-term, what’s right long-term and not necessarily what is right every quarter. so we were attracted by that and, and I think that format suited very well, partners with Berkshire Hathaway as well.

Keith James – KDKA Radio

Thank you.

Alex Behring

Thank you.

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