Heinz Receives Offer for its European Seafood Business From Lehman Brothers Merchant Banking; Sale Would be a Major Step in Focusing Heinz on Three Core Categories in Europe.

PITTSBURGH & LONDON -- H.J. Heinz Company (NYSE:HNZ) today announced that it has received an offer and is in advanced and exclusive negotiations with Lehman Brothers Merchant Banking for the sale of its European Seafood business. A transaction would require an opinion from the French Works Council and communications with other relevant employee representatives in Europe. A transaction would also be subject to customary EU competition review and approval. Terms of the offer were not disclosed.

William R. Johnson, Heinz Chairman, President and Chief Executive Officer commented: "The proposed sale of our European Seafood business is consistent with our global growth strategy to drive sales and earnings in three core categories and follows successful initiatives this year to divest other non-core businesses such as HAK(R) vegetables, Hain Celestial(R) and our pending sale of Tegel(R) poultry. Over the past three years, Heinz has derived multiple benefits from a similar plan to simplify its portfolio in North America and the Company believes it can improve performance in Europe through a similarly more focused portfolio of strong brands."

A sale would include brands such as John West(R), a leading brand of canned tuna and seafood in the UK, Ireland and The Netherlands; Petit Navire(R), the top canned tuna brand in France; and Mareblu(R) in Italy and four seafood processing facilities. The European Seafood business has approximately 5,000 employees and annual sales of over EUR 400 million and produces more than 400 million cans of seafood products annually.

"Our goal is to drive growth and innovation in Europe by investing in the three core categories of Ketchup, Condiments and Sauces; Infant Nutrition; and Meals and Snacks," said Joe Jimenez, President and CEO, Heinz Europe.

The major seafood processing facilities included in the offer are located in The Seychelles, where the plant has approximately 2,400 employees; and in Ghana, where there are 1,800 employees. Other manufacturing facilities include Douarnenez, France and Peniche, Portugal.

"Heinz notified employees of the offer this morning. We will work closely with the French Works Council to review the offer and no agreement will be entered into until we receive an opinion from the French Works Council," Jimenez said. A transaction is expected to be completed by the end of April, 2006.

On Sept. 20, 2005, Heinz announced that it would seek buyers for its European Seafood business and separately, its European Frozen Foods business, as part of a strategic plan to improve its performance in Europe, which remains a key market for Heinz.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, the ability to identify and anticipate and respond through innovation to consumer trends, the need for product recalls, the ability to maintain favorable supplier relationships, achieving cost savings and gross margins objectives, currency valuations and interest rate fluctuations, change in credit ratings, the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives, approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements, the success of Heinz's growth and innovation strategy and the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures, the ability to effectively integrate acquired businesses, new product and packaging innovations, product mix, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments and other laws and regulations, including tax laws, the success of tax planning strategies, the possibility of increased pension expense and contributions and other people-related costs, the possibility of an impairment in Heinz's investments, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 27, 2005. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, Every Day(TM)," is one of the world's leading marketers and producers of branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks, and infant foods. Heinz satisfies hungry consumers in every outlet, from supermarkets to restaurants to convenience stores and kiosks. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales or close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) french fries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz's 50 companies have number-one or number-two brands in 200 countries, showcased by Heinz(R) Ketchup, The World's Favorite Ketchup(TM). Information on Heinz is available at www.heinz.com/news.

ABOUT LEHMAN BROTHERS MERCHANT BANKING: Lehman Brothers Merchant Banking is part of the Private Equity Business of Lehman Brothers, the global investment bank. Lehman Brothers has a long history in private equity investing with total assets under management of more than $10 billion. The Private Equity Business leverages the breadth and depth of Lehman Brothers' global presence and expertise across a wide range of products, industries, and geographies. Lehman Brothers creates and raises funds and invests in asset classes where the firm has strong capabilities, proprietary deal flow, and an excellent reputation, offering attractive investment opportunities to its institutional and individual investing clients. Currently, more than 200 professionals cover five core asset classes: Merchant Banking, Venture Capital, Real Estate, Credit-Related Funds, and Private Funds Investments. Lehman Brothers (ticker symbol: LEH), an innovator in global finance, serves the financial needs of corporations, governments and municipalities, institutional clients, and high-net-worth individuals worldwide. Founded in 1850, Lehman Brothers maintains leadership positions in equity and fixed income sales, trading and research, investment banking, private investment management, asset management and private equity. The Firm is headquartered in New York, with regional headquarters in London and Tokyo, and operates in a network of offices around the world. For further information about Lehman Brothers visit www.lehman.com.