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

William R. Johnson, Heinz Chairman, President and Chief ExecutiveOfficer commented: "The proposed sale of our European Seafood businessis consistent with our global growth strategy to drive sales andearnings in three core categories and follows successful initiativesthis 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 multiplebenefits from a similar plan to simplify its portfolio in NorthAmerica and the Company believes it can improve performance in Europethrough a similarly more focused portfolio of strong brands."

A sale would include brands such as John West(R), a leading brandof 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 Seafoodbusiness has approximately 5,000 employees and annual sales of overEUR 400 million and produces more than 400 million cans of seafoodproducts annually.

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

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

"Heinz notified employees of the offer this morning. We will workclosely with the French Works Council to review the offer and noagreement will be entered into until we receive an opinion from theFrench Works Council," Jimenez said. A transaction is expected to becompleted by the end of April, 2006.

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

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within themeaning of the "safe harbor" provisions of the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statementsreflect management's view of future events and financial performance.These statements are subject to risks, uncertainties, assumptions andother important factors, many of which may be beyond Heinz's controland could cause actual results to differ materially from thoseexpressed or implied in these forward-looking statements.Uncertainties contained in such statements include, but are notlimited to, sales, earnings, and volume growth, general economic,political, and industry conditions, competitive conditions, whichaffect, among other things, customer preferences and the pricing ofproducts, production, energy and raw material costs, the ability toidentify and anticipate and respond through innovation to consumertrends, the need for product recalls, the ability to maintainfavorable supplier relationships, achieving cost savings and grossmargins objectives, currency valuations and interest ratefluctuations, change in credit ratings, the ability to identify andcomplete and the timing, pricing and success of acquisitions, jointventures, divestitures and other strategic initiatives, approval ofacquisitions and divestitures by competition authorities, andsatisfaction of other legal requirements, the success of Heinz'sgrowth and innovation strategy and the ability to limit disruptions tothe business resulting from the emphasis on three core categories andpotential divestitures, the ability to effectively integrate acquiredbusinesses, new product and packaging innovations, product mix, theeffectiveness of advertising, marketing, and promotional programs,supply chain efficiency and cash flow initiatives, risks inherent inlitigation, including tax litigation, and international operations,particularly the performance of business in hyperinflationaryenvironments, changes in estimates in critical accounting judgmentsand other laws and regulations, including tax laws, the success of taxplanning strategies, the possibility of increased pension expense andcontributions and other people-related costs, the possibility of animpairment in Heinz's investments, and other factors described in"Cautionary Statement Relevant to Forward-Looking Information" in theCompany's Form 10-K for the fiscal year ended April 27, 2005. TheCompany undertakes no obligation to publicly update or revise anyforward-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, EveryDay(TM)," is one of the world's leading marketers and producers ofbranded foods in ketchup, condiments, sauces, meals, soups, seafood,snacks, and infant foods. Heinz satisfies hungry consumers in everyoutlet, from supermarkets to restaurants to convenience stores andkiosks. Heinz is a global family of leading brands, including Heinz(R)Ketchup, sauces, soups, beans, pasta and infant foods (representingnearly one-third of total sales or close to $3 billion), HP(R) and Lea& Perrins(R), Ore-Ida(R) french fries and roasted potatoes, BostonMarket(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz's50 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 MerchantBanking is part of the Private Equity Business of Lehman Brothers, theglobal investment bank. Lehman Brothers has a long history in privateequity investing with total assets under management of more than $10billion. The Private Equity Business leverages the breadth and depthof Lehman Brothers' global presence and expertise across a wide rangeof products, industries, and geographies. Lehman Brothers creates andraises funds and invests in asset classes where the firm has strongcapabilities, proprietary deal flow, and an excellent reputation,offering attractive investment opportunities to its institutional andindividual investing clients. Currently, more than 200 professionalscover five core asset classes: Merchant Banking, Venture Capital, RealEstate, Credit-Related Funds, and Private Funds Investments. LehmanBrothers (ticker symbol: LEH), an innovator in global finance, servesthe financial needs of corporations, governments and municipalities,institutional clients, and high-net-worth individuals worldwide.Founded in 1850, Lehman Brothers maintains leadership positions inequity and fixed income sales, trading and research, investmentbanking, private investment management, asset management and privateequity. The Firm is headquartered in New York, with regionalheadquarters in London and Tokyo, and operates in a network of officesaround the world. For further information about Lehman Brothers visitwww.lehman.com.