The H.J. Heinz Co. has set the date for what could be its last shareholder meeting as a public company, but investors shouldn't expect the New York City gathering to resemble the annual meetings that have been a Pittsburgh staple for years.
There will be no bags filled with samples of Heinz products. Bill Johnson, the ketchup maker's longtime chairman, president and CEO, won't stand at the lectern and take shareholder questions about vinegar, the dividend and executive pay.
And there will be no showings of funny commercials made for the Australian or the Chinese market.
It should be all business at 8 a.m. on April 30, when officials gather at the Lexington Avenue offices of law firm Davis Polk & Wardwell LLP to see if investors have approved a $28 billion cash-and-debt deal to sell the company to Berkshire Hathaway and 3G Capital.
Davis Polk, according to the law firm's website, has been involved in such historic moments as the 1901 merger of several steel companies to create United States Steel, the 1980 initial public offering of Apple and the $206 billion tobacco settlement with 46 states in 1998.
And its offices aren't far from Grand Central Station either.
"Heinz expects at most only a handful of shareholders to attend the meeting because this is not a typical shareholder meeting," said Michael Mullen, senior vice president of corporate and government affairs. "There will be no presentations from management. It is a meeting to count the votes."
Shareholders of record as of March 18 are eligible to vote on the offer to take the global food company private. Under the terms of the deal, each share will be worth $72.50, which represents a 20 percent premium to the closing share price of $60.48 the day before the Feb. 14 announcement.
Heinz is moving along on meeting the deal requirements. Last week, the company said an offering of $3.1 billion in notes being issued to help pay for the acquisition had been priced.
On Wednesday, officials reported they had received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, which allows the Federal Trade Commission and the Department of Justice to review planned mergers and acquisitions.
If the acquisition is to close as expected in either the second or third quarter, certain other regulatory approvals are still needed, as is the support of shareholders.
Votes can be submitted numerous ways, and Heinz details the options in information being sent to shareholders.
For those in the neighborhood, there should be seats. Mr. Mullen said the meeting room at Davis Polk can hold 150 people.
Teresa F. Lindeman: firstname.lastname@example.org or at 412-263-2018. First Published March 28, 2013 4:00 AM