IRS Issues Favorable Ruling On Heinz/Del Monte Transaction

November 22, 2002 - PITTSBURGH -- H. J. Heinz Company announced today that the U.S. Internal Revenue Service (IRS) has issued a private letter ruling that Heinz's previously announced spin-off of certain businesses and their subsequent merger with Del Monte Corporation, a subsidiary of Del Monte Foods Company, will be tax free to the companies and their U.S.-based shareholders.

This favorable IRS ruling completes the regulatory review required for the Heinz/Del Monte transaction announced June 13, 2002. Previously, the waiting period under the Hart-Scott-Rodino Act had lapsed, clearing the way for the transaction to proceed from an anti-trust perspective.

Under the transaction, Heinz will be spinning off its U.S. and Canadian pet food, U.S. tuna and retail private label soup, and U.S. infant feeding businesses to its shareholders and then merging these businesses with Del Monte.

As announced on November 20, Heinz and Del Monte are proceeding with the bank financing activities for the transaction and Del Monte has called a stockholders meeting for Thursday, December 19, 2002, during which Del Monte stockholders will vote on certain matters relating to the transaction.
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