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On January 31, 2007, the Board of Directors of Altria Group, Inc. voted to authorize the spin-off of the approximately 89% of Kraft’s outstanding shares owned by Altria to Altria shareholders. The spin-off is a major step in the company’s commitment to deliver superior shareholder value.
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The separation of Kraft and Altria will benefit both companies and will:
- Enhance Kraft’s ability to make acquisitions, including by using Kraft stock as acquisition currency, to compete more effectively in the food industry;
- Allow management of Altria and Kraft to focus more effectively on their respective businesses and improve Kraft’s ability to recruit and retain management and independent directors;
- Provide greater aggregate debt capacity to both Altria and Kraft; and
- Permit Altria and Kraft to target their respective shareholder bases more effectively and improve capital allocation within each company.
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- Altria shareholders of record as of 5:00 p.m. Eastern Time on March 16, 2007 (the "record date"), will be entitled to receive the stock dividend. If you sell your shares of Altria common stock prior to or on the distribution date, you may also be selling your shares of Kraft.
- On or about March 20, 2007, Altria will mail an Information Statement to all holders of Altria common stock as of the record date. The Information Statement will include a description of procedures for the distribution, information about the impact of trading between the record and distribution dates and other details of the transaction.
- On March 30, 2007, Altria Group, Inc. will distribute all of the shares of Kraft Class A common stock that it owns to Altria shareholders.
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- For each share of Altria common stock you hold on the record date, you will receive that number of shares equal to the total number of shares of Kraft Class A common stock to be distributed, divided by the total number of shares of Altria common stock outstanding on the record date. Altria estimates that the distribution ratio obtained using this formula will be approximately 0.7 of a Kraft share for each Altria share. The exact distribution ratio will be determined on the record date.
- Altria will not distribute any fractional shares of Kraft Class A common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales pro rata to each holder.
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- Altria has received an opinion from outside legal counsel that the spin-off will be tax-free to Altria and its shareholders for U.S. federal income tax purposes, except for any cash received in lieu of a fractional share. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences of the distribution in their circumstance.
- Registered shareholders in the U.S. or Canada who would like more information should contact Computershare Trust Company by e-mail at altria@computershare.com, or by phone at 1-866-538-5172. Registered shareholders outside the U.S. and Canada should call 1-781-575-3572. If you hold Altria shares through a broker, bank or other nominee, please contact your financial institution directly or call D.F. King & Co. at 1-800-290-6431.
- Additional information is available at www.altria.com/kraftspinoff
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