Heinz Completes Spin-off to Del Monte

On December 20, 2002, H.J. Heinz Co. completed the spin-off of all the shares of SKF Foods Inc., a subsidiary formed to hold certain of Heinz’s Canadian and U.S. businesses, to shareholders of Heinz. Immediately thereafter, SKF Foods merged with a wholly owned subsidiary of Del Monte Foods, with each SKF Foods share that had been received by Heinz shareholders being converted into .4466 of a Del Monte common share. Upon completion of the spin-off and merger, Heinz shareholders held 74.5 per cent of Del Monte. The former Heinz businesses, which are now part of Del Monte, collectively generated approximately US$1.8 billion in annual sales and were valued at approximately US$2 billion. The brands included: College Inn broth, StarKist tuna, 9-Lives cat food, Kibbles ’n Bits dog food, Pup-Peroni and Pounce dog treats and Heinz Nature’s Goodness baby food.

For the Canadian component of the spin-off Stikeman Elliott LLP worked with Heinz’s in-house counsel. The Stikeman Elliott team included David McCarthy (corporate), D’Arcy Nordick and Michael Burkett (corporate/ securities), Dana Porter (real estate), Gary Nachshen (pensions), Larry Cobb (environmental), Lorna Cuthbert (labour and employment) and Susan Hutton (competition). Blake, Cassels & Graydon LLP in Toronto provided tax and intellectual property advice to Heinz, with a team that included Joel Shafer and Paul Stepak (tax) and Brian Gray (IP). In the U.S., Heinz was represented by Simpson Thacher & Bartlett.

Del Monte was represented by in-house counsel James Potter and Scott Rickman; by Osler, Hoskin and Harcourt LLP in Canada, with a team that included John Kazanjian, Dana Di Bartolo, and Gina Caldarelli (corporate), Michelle Lally and Steve Sansom (competition), Jason Hanson (labour and employment) and Evan Howard (pensions and benefits); and in the U.S., by Gibson, Dunn & Crutcher LLP.