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SEC alleges 'highly suspicious trading' before Heinz deal

Heinz ketchup bottles line the shelves of a Pittsburgh grocery store in this file photo.


U.S. securities regulators on Friday filed suit against unknown traders in the options of ketchup maker H.J. Heinz Co., alleging they traded on inside information before the company announced a deal to be acquired for $23-billion (U.S.) by Warren Buffett's Berkshire Hathaway Inc. and Brazil's 3G Capital.

The suit, filed in federal court in Manhattan, cites "highly suspicious trading" in Heinz call options just prior to the Feb. 14 announcement of the deal.

That trading, the suit said, caused the price of the particular call option they bought to soar 1,700 per cent and generated unrealized profits of more than $1.7-million.

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The regulator claims the traders are either in, or trading through accounts in, Zurich, Switzerland. The account had no history of trading in Heinz over the last six or so months, the SEC said.

It has also obtained an emergency order to freeze assets in the Swiss account linked to the trading. In the suit, the SEC refers to the account as the "GS Account," and in a statement Goldman Sachs said it was co-operating with the regulator's investigation.

"Irregular and highly suspicious options trading immediately in front of a merger or acquisition announcement is a serious red flag that traders may be improperly acting on confidential non-public information," Daniel Hawke, chief of the SEC's division of enforcement's market abuse unit said in a statement.

Representatives of Heinz and Berkshire Hathaway were unavailable for immediate comment. A 3G representative declined to comment. The founder of 3G, Jorge Paulo Lemann, is from Brazil but has made a home in Switzerland since the 1990s. He has not been implicated in any wrongdoing related to the deal.

After the deal was revealed on Thursday, options market experts called Wednesday's trading "suspicious and incredibly well-timed."

The suit marks the second time in less than six months that the SEC has taken action over a 3G acquisition. In September, 2012, the regulator got a court order to freeze the assets of a Wells Fargo & Co. stockbroker who allegedly traded on inside information about 3G's 2010 acquisition of Burger King.

In that case, the SEC said the stockbroker got the information from a client who had invested in one of 3G's funds.

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The suit also marks the second time in two years that controversy has erupted over a Berkshire acquisition target.

In March, 2011, Berkshire struck a deal to buy the chemical company Lubrizol for $9-billion. Less than three weeks later, Berkshire said Mr. Buffett's lieutenant David Sokol was resigning, and disclosed that Mr. Sokol had been buying up Lubrizol shares while pushing Mr. Buffett to acquire the company.

The SEC dropped a probe into Mr. Sokol's trading earlier this year.

The suit is Securities and Exchange Commission vs. Certain Unknown Traders in the Securities of H.J. Heinz Co, U.S. District Court, Southern District of New York, No. 13-1080.

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