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.


Dana Porter Brian W. Gray D'Arcy Nordick Joel Shafer Evan Howard Paul Stepak Michelle Lally Michael Burkett Gary Nachshen Susan M. Hutton Lorna A. Cuthbert Larry Cobb W. Jason M. Hanson Steve Sansom David R. McCarthy Dana Di Bartolo