NEW YORK -- The process of selling the H.J. Heinz Co. -- a 144-year-old Pittsburgh institution that started in Sharpsburg and spread across the globe -- is moving inexorably toward the finish line.
Investors voted to approve the sale to 3G Capital and Berkshire Hathaway, Heinz announced Tuesday, accepting the offer of $72.50 per share, a 20 percent premium from the $60.48 closing price the day before the deal was announced in February.
Officially, the vote was recorded during a pro forma shareholders meeting that lasted seven minutes Tuesday on the eighth floor of the imposing Lexington Avenue offices of law firm Davis Polk & Wardwell LLP in New York City.
Heinz said more than 192 million votes, or 95 percent of the shares voted, were cast in favor of the deal. About 8.5 million voted against it. Owners of about 60 percent of outstanding shares participated.
That doesn't mean everyone is happy.
Some investors who showed up for the meeting said they're worried that small players are being outgunned in an environment where so much money is concentrated in hedge funds and private investors.
Berkshire Hathaway and 3G Capital plan to take Heinz private when the sale is complete.
"I thought it was good for the company but bad for me," said Chuck Romans, who took the train in from Stamford, Conn., with his wife, Bobbie. The retirees have been shareholders for about three years and were drawn to Heinz for the company's reliable dividend.
"The big issue is when 3G Capital and Berkshire Hathaway buy the Heinz Co., it takes it out of the pool for other investors," Mr. Romans said.
That matters at a time when Americans are expected to pay for retirement with savings and investment income, rather than rely on pensions. "Funding your future is dependent on this kind of investment," Ms. Romans said.
Seated not far away, Marcia Lotto, a New Yorker who said she bought 10 shares several decades ago and has accumulated 4,000 now, also voted against the acquisition. She's worried about the tax issues that the sale will trigger for her.
"I don't want Heinz to sell it to [Warren] Buffett," she said, referring to the head of Berkshire Hathaway. But even before the results were announced Tuesday, she was realistic. "I don't stand a chance."
Among the major shareholders in Heinz are BlackRock, which owns 22.9 million shares, or 7.1 percent of Heinz shares; State Street, which owns 17.8 million shares; Vanguard Group, which holds 14.8 million shares; and Bank of New York Mellon Corp., with 11.7 million shares, according to Bloomberg.
Some shareholders did manage to ramp up the tension this week, when their lawsuits questioning the Heinz board's negotiating tactics and results went to a hearing Monday and put Tuesday's meeting in jeopardy. Late Monday, the Allegheny County Common Pleas Court ruled in the company's favor, allowing the meeting set for 8 a.m. Tuesday and the shareholder vote to go forward.
Shareholders may have liked the deal, but they were less supportive of the executive pay packages triggered by the sale.
Heinz said the final count showed the nonbinding advisory vote went against the company. There were about 103 million votes against the compensation plan with about 95 million votes in favor.
"Heinz values all shareholder input and we appreciate their feedback on this nonbinding, advisory vote on executive compensation," said Michael Mullen, senior vice president, corporate and government affairs.
One advisory firm, Institutional Shareholder Services, had recommended shareholders use their votes on the executive pay issue to critique the richness of the packages, including one worth $56 million for Bill Johnson, the company's chairman, president and CEO.
But ISS and two other shareholder advisory firms that ran the numbers on the overall sale came down in favor of investors signing off on the acquisition.
There were no major fireworks at the meeting, which drew about 20 people -- a mix of shareholders, company representatives and security. A table set with three chairs was prepped with bottles of water and microphones, while an American flag was displayed nearby.
At the company's annual shareholder meeting in Pittsburgh last year, Mr. Johnson was asked why there wasn't a flag in place and vowed to have one at the next meeting. At the time, he probably hadn't realized the next meeting might be Heinz's last as a public company.
Mr. Johnson talked briefly to the audience at Tuesday's gathering, saying he had never been more proud of Heinz and its more than 32,000 employees worldwide.
"By returning Heinz to its roots as a private company, Heinz will be well-positioned to compete effectively in this rapidly changing and challenging global economic environment," he said.
Mr. Johnson said the deal is on track to close late in the second quarter or early in the third.
The final hurdles are the last remaining approvals from international regulators. The company reported Tuesday that it is waiting for antitrust clearance from Russia, the European Union and China, in addition to other regulatory approvals from New Zealand, Ireland and Russia.
Regulators from the U.S., Brazil, India, Israel, Japan, South Korea, Mexico, South Africa and Ukraine have approved the sale, after looking it over for antitrust concerns. Since neither of the new owners have a lot of overlapping business with Heinz in those markets, there haven't been a lot of concerns raised so far.
Bernardo Hees, now CEO of Burger King Worldwide and a partner in 3G Capital, has been tapped to take over as CEO of Heinz after the sale is completed. His cost-cutting track record at Burger King has raised anxiety levels in Pittsburgh but, for now, the buyers have committed to keeping the food company's headquarters in Pittsburgh and maintaining commitments such as the naming rights to Heinz Field.
Both sides are on the hook for major termination fees -- who pays depends on what the problem is -- if the deal doesn't closed by Nov. 13.
But the companies don't expect it to take that long. Mr. Hees is officially leaving his Burger King day job when the deal closes or July 1, whichever comes first.
Teresa F. Lindeman: email@example.com or 412-263-2018. First Published April 30, 2013 1:00 PM