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Robbins Geller Rudman & Dowd LLP Files Class Action Suit against H.J. Heinz Company

2013-03-15 18:58 ET - News Release


Company Website: http://www.rgrdlaw.com
SAN DIEGO -- (Business Wire)

Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the Western District of Pennsylvania on behalf of holders of H.J. Heinz Company (“Heinz”) (NYSE:HNZ) common stock on February 14, 2013, in connection with the proposed acquisition of Heinz by Berkshire Hathaway, Inc. (“Berkshire”) and 3G Capital Management, LLC (“3G Capital”) (the ”Proposed Acquisition”).

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges the Heinz Board of Directors (the “Board”), Berkshire and 3G Capital with violations of the Securities Exchange Act of 1934 (“1934 Act”) and breaches of fiduciary duty and/or the aiding and abetting of such breaches in connection with the Proposed Acquisition. Heinz is the most global of all U.S.-based food companies, providing nutritious and convenient foods for families in 200 countries around the world.

On February 14, 2013, Heinz, Berkshire and 3G Capital announced that they had entered into a definitive merger agreement under which Heinz would be acquired by Berkshire and 3G Capital for $72.50 per share. The complaint alleges that the Proposed Acquisition is the result of an unfair sales process designed to ensure that only Berkshire and 3G Capital have the opportunity to acquire Heinz in breach of the fiduciary duties owed to Heinz by the Board. The complaint also alleges that the Board, Berkshire and 3G Capital violated §§14(a) and 20(a) of the 1934 Act by issuing a false Proxy Statement in connection with the Proposed Acquisition on March 4, 2013. The Proxy Statement contains a number of false and misleading statements that are material to shareholders who are expected to rely upon the Proxy Statement to determine whether to approve the Proposed Acquisition. These include facts relating to: (a) the strategic alternatives available to the Company; (b) the financial projections relied on by the Board’s financial advisors in their valuation analyses; (c) the inputs and data underlying the financial analyses of the Board’s financial advisors; and (d) the potential conflicts of interest burdening Heinz’s financial advisors.

Plaintiff seeks injunctive and equitable relief derivatively on behalf of Heinz and on behalf of holders of Heinz common stock on February 14, 2013 (the “Class”). The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.

Robbins Geller represents U.S. and international institutional investors in contingency-based securities and corporate litigation. With nearly 200 lawyers in nine offices, the firm represents hundreds of public and multi-employer pension funds with combined assets under management in excess of $2 trillion. The firm has obtained many of the largest recoveries in history and has been ranked number one in the number of shareholder class action recoveries in MSCI’s Top SCAS 50 every year since 2003. According to Cornerstone Research, the firm’s recoveries have averaged 35% above the median for all firms over the past seven years (2005-2011). Please visit http://www.rgrdlaw.com for more information.

Contacts:

Robbins Geller Rudman & Dowd LLP
Darren Robbins
800/449-4900 or 619/231-1058
djr@rgrdlaw.com

Source: Robbins Geller Rudman & Dowd LLP

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