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June 29, 2006

US: Heinz digs in for proxy battle

The war of words between HJ Heinz and the Trian Group, led by activist investor Nelson Peltz, heated up yesterday (28 June) when the ketchup manufacturer questioned Trian’s turnaround plan and highlighted its recent achievements in the latest of a string of filings with the Securities and Exchange Commission.

The war of words between HJ Heinz and the Trian Group, led by activist investor Nelson Peltz, heated up yesterday (28 June) when the ketchup manufacturer questioned Trian’s turnaround plan and highlighted its recent achievements in the latest of a string of filings with the Securities and Exchange Commission.

Trian, the second-largest shareholder, with a 5.4% stake, has proposed a number of cost-cutting measures, the disposal of various brands and the nomination of five new directors to the 12-member board in an effort to boost shareholder returns.

In the filing, called “For the Record”, Heinz suggested that if Trian is successful in electing its nominees to the board it is likely to form a voting block that acts in its own interests, rather than the interests of all shareholders. “Heinz believes that Trian’s nominees will in no way add value to Board deliberations and will put at substantial risk Heinz’s ability to deliver value to all shareholders,” the company said.

Heinz added that the nominees, who include Peltz’s son-in-law, business partner, former employee and a close friend, do not meet the company’s standards of corporate governance.

The company also spoke of its “aggressive but realistic” plan to deliver shareholder returns in 2007 and 2008.

Under its growth plan, the food company intends to introduce 100 new products this year; increase advertising spend; reduce costs by US$355m; buy-back $1bn shares; and increase its annual EPS by 16.7% to $1.40 this year, an additional 10% to $2.35 in 2007 and 8% in 2008 to $2.54.

Trian responded by describing these comments as “misleading, baseless and self-serving… another blatant attempt by Mr Johnson to deflect from his abysmal track record.”

“Since he became CEO, Mr Johnson has presided over five failed restructurings and Heinz’s stock price has collapsed 38% from $54.50 on April 30, 1998 to $33.70, on 6 February, 2006, the day Trian began purchasing Heinz shares. Trian is seeking minority board representation because it is time for the shareholders’ voice to be heard,” the group said. 

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