Five maverick candidates for the board of one of the world's biggest brand names have radical restructuring in mind, writes Andrew Clark.
By the time it is over, there will be ketchup on the floor. The venerable US food company Heinz faces the fight of its 137-year-old life next week to prevent five maverick candidates being elected to its board.
Heinz, which employs 3,500 people in Britain making baked beans, soups, sauces and frozen food, is under pressure from investors to become more dynamic. It has one of the biggest brand names in the world but critics say it has become bloated, complacent and inefficient.
A hedge fund manager, Nelson Peltz, is leading the rebellion. He wants to shake up what he describes as a "clubby, caretaker board". His candidates for the board include one of his neighbours in Florida, the Australian golfer Greg Norman.
A spokeswoman for Mr Peltz's Trian Group said: "Heinz has a number of global, iconic brands but the brands have not been adequately supported by marketing dollars for some time."
The Pittsburgh company, which started out selling glass bottles of horseradish to local grocers, makes 60 per cent of the US's tomato ketchup, three-quarters of Australia's baby food and two-thirds of Britain's baked beans. But this year it slipped from 47th to 54th in the annual league table of global brands compiled by Business Week, with the value of its name down from $6.9 billion to $6.2 billion (€4.86 billion). Worse, the shares had fallen by 32 per cent in seven years until Mr Peltz began agitating.
Typical of Heinz's problems, say the rebels, is the absence of its ketchup in McDonald's restaurants in the US, which use 250 million pounds of the stuff a year. McDonald's ditched Heinz after a thin tomato crop in 1973 caused a shortage. Heinz has failed to get past the door ever since.
"If you're allowing the biggest ketchup user in the world to serve another brand, a brand that's not Heinz, you're in danger," Mr Peltz told one interviewer.
Heinz's chairman, William Johnson, is under intense pressure to preserve the company's legacy. He is only the fifth chairman in Heinz's history: until the death of Henry J Heinz II in 1987, the post had always been filled by the founding family.
Former Heinz chief executive Sir Anthony O'Reilly is still one of the largest private shareholders in the company.
Mr Johnson acknowledges that there are problems and that Heinz has spread itself too thinly - at its peak in 2000, the firm had over 100 brands. He has focused on those ranked first or second, which are better able to command supermarket shelf space.
In response to criticism, Heinz has said it will cut 2,700 jobs, roughly 8 per cent of its workforce, to save $355 million a year. Five factories in Europe are threatened with closure, including an HP Sauce plant in Birmingham and a Norfolk frozen foods operation.
Unions in Britain are outraged, particularly at the fact that the quintessentially English HP Sauce could soon be made in Holland. The T&G union has organised protest marches in the Midlands and its national secretary, John Jordan, has threatened a campaign to inflict sustained reputational damage.
"If they go ahead with this, we will do our very best to ruin their brands," he said, declaring that activists would urge consumers to choose competitors' products.
If Mr Peltz wins, the pain could go deeper. He wants a more radical restructuring to save $575 million annually, which Heinz insists would "cripple" the company. A Heinz spokesman said: "If you look at both proposals, Trian's is clearly going to have a drastic impact in terms of jobs and operations. It would obviously have a bigger impact in the UK."
The battle is on a knife-edge and the slurs are flying thick and fast. Heinz has suggested that Mr Peltz's only significant suggestion in face-to-face talks was that ketchup sachets should be easier to open.
There has been a focus on Mr Peltz's chequered past. He has successfully turned around several businesses, including Snapple drinks, the iced tea maker. But black marks include being publicly censured by the London Stock Exchange in 1991 for selling shares during a close period when he chaired a property company, Mountleigh.
In a sign of the seriousness of the challenge, an influential advisory group, Institutional Shareholder Services, last week urged fund managers to back three of Mr Peltz's five candidates - including Greg Norman.
They said of Heinz: "The company has a history of over-challenging and under-delivering . . . [ it] claims that those days are over, but the presence on the board of three of the dissidents' nominees would keep management's feet to the fire."
Prof John Coffee, a corporate governance specialist at Columbia University, New York, believes Mr Peltz has been shrewd in seeking only five of the 12 seats on Heinz's board: "While shareholders are willing to support a degree of activism, they don't want to give control to a new entity without receiving a takeover premium."
The showdown will take place at Pittsburgh's Hilton hotel on Wednesday. Traditionally, Heinz has had a low profile on Wall Street, considering its size, but that has now changed.
Whitney Tilson, a fund manager at T2 Partners in New York, memorably describes Heinz as "a pretty bloated, fat and happy, American iconic company". Whichever side wins next week, one thing is for sure - any flab will be coming off as Heinz goes on an urgent diet.
