NORTHFIELD, Ill., June 22, 2015 /PRNewswire/ -- The Board of
Directors of Kraft Foods Group, Inc. (NASDAQ: KRFT) today has
declared a regular quarterly dividend of $0.55 per share of common stock, payable on
July 31, 2015, to shareholders of
record on July 27, 2015, provided
that the company's proposed merger with H.J. Heinz Holding
Corporation (Heinz) does not close on or before July 27, 2015. If the merger closes on or before
July 27, 2015, in lieu of Kraft
paying its dividend announced today, the combined company – The
Kraft Heinz Company – intends to declare and pay as soon as
practicable following the closing of the merger and subject to the
approval of its board of directors, a regular quarterly dividend of
$0.55 per share of common stock of
The Kraft Heinz Company to all shareholders of record of The Kraft
Heinz Company as of a record date shortly after the date that the
merger is completed.
Pursuant to the terms of the merger agreement between Kraft and
Heinz, the Board of Directors of Kraft today also declared a
special cash dividend in the amount of $16.50 per share of common stock, conditioned
upon the closing of the proposed merger, payable to Kraft
shareholders of record immediately prior to the effective time of
the merger. As the special cash dividend is only being paid if
the merger with Heinz closes, Kraft shareholders will not receive
the special cash dividend unless and until the merger closes.
Shareholders of Kraft should read the sections of the
registration statement on Form S-4 filed by Heinz (333-203364),
including the proxy statement/prospectus, in respect of the
proposed merger entitled "Risk Factors—Risks Related to Ownership
of Kraft Heinz Common Stock" and "Material U.S. Federal Income Tax
Consequences" for information regarding the possible tax treatment
of dividends paid by The Kraft Heinz Company following the closing
of the proposed merger and possible tax treatment of the special
cash dividend.
ABOUT KRAFT FOODS GROUP
Kraft Foods Group, Inc. (NASDAQ: KRFT) is one of North America's largest consumer packaged food
and beverage companies, with annual revenues of more than
$18 billion. The company's iconic
brands include Kraft, Capri Sun, Jell-O,
Kool-Aid, Lunchables, Maxwell House,
Oscar Mayer, Philadelphia, Planters and
Velveeta. Kraft's 22,000 employees in the U.S. and
Canada have a passion for making
the foods and beverages people love. Kraft is a member of the
Standard & Poor's 500 and the NASDAQ-100 indices. For
more information, visit www.kraftfoodsgroup.com and
www.facebook.com/kraft.
Forward-Looking Statements
Certain of the matters discussed in this communication
constitute "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934,
both as amended by the Private Securities Litigation Reform Act of
1995. Words such as "will," "intend," "focus," "deliver," "work,"
"continue" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the proposed
merger and dividends.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication. For example, the
expected timing and likelihood of completion of the proposed
merger, including the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the proposed
merger that could reduce anticipated benefits or cause the parties
to abandon the transaction, the ability to successfully integrate
the businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the possibility that Kraft shareholders may not approve
the merger agreement, the risk that the parties may not be able to
satisfy the conditions to the proposed transaction in a timely
manner or at all, risks related to disruption of management time
from ongoing business operations due to the proposed transaction,
the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of
Kraft's common stock, and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of
Kraft and Heinz to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on their operating results and businesses generally,
problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not
operating as effectively and efficiently as expected, the combined
company may be unable to achieve cost-cutting synergies or it may
take longer than expected to achieve those synergies, and other
factors. All such factors are difficult to predict and are beyond
our control. We disclaim and do not undertake any obligation to
update or revise any forward-looking statement in this
communication, except as required by applicable law or
regulation.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction
between Kraft and Heinz. In connection with the proposed
transaction, Heinz filed a registration statement on Form S-4,
containing a proxy statement/prospectus (as amended, the "S-4")
with the Securities and Exchange Commission ("SEC"). The
registration statement was declared effective by the SEC on
June 2, 2015 and the definitive proxy
statement/prospectus has been mailed to stockholders of Kraft. This
communication is not a substitute for the registration statement,
definitive proxy statement/prospectus or any other documents that
Heinz or Kraft has filed with the SEC or sent to shareholders in
connection with the proposed transaction. SHAREHOLDERS OF KRAFT ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of the S-4,
including the proxy statement/prospectus, and other documents filed
with the SEC free of charge at the SEC's website,
http://www.sec.gov. Copies of documents filed with the SEC by Kraft
will be made available free of charge on Kraft's website at
http://www.kraftfoodsgroup.com/. Copies of documents filed with the
SEC by Heinz will be made available free of charge on Heinz's
website at http://www.heinz.com/.
Participants in Solicitation
Kraft and its directors and executive officers, and Heinz and
its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Kraft common stock in respect of the proposed transaction.
Information about the directors and executive officers of Kraft is
set forth in the proxy statement for Kraft's 2015 Annual Meeting of
Shareholders, which was filed with the SEC on March 18, 2015. Information about the directors
and executive officers of Heinz is set forth in the definitive
proxy statement/prospectus. Investors may obtain additional
information regarding the interests of such participants by reading
the definitive proxy statement/prospectus regarding the proposed
transaction. You may obtain free copies of these documents as
described in the preceding paragraph.
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SOURCE Kraft Foods Group