Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST |
RICHMOND, Va.--(BUSINESS WIRE)--
Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE:
UST) today announced that the companies have amended the September 7,
2008 agreement pursuant to which Altria has agreed to acquire all
outstanding shares of UST. The amendment sets forth Altria's and UST's
agreement to extend, at Altria's option, the closing date of the
transaction to a date that is no later than early January 2009 in the
event conditions for closing are met prior to the end of 2008. While
Altria currently has fully committed financing to complete the
transaction, Altria's lenders advised that it would be preferable to
close the transaction in 2009. The parties also agreed to increase the
"reverse termination fee" from $200 million to $300 million under
certain circumstances, which are detailed in the amendment. In
addition to the regulatory review process, completion of the
transaction remains subject to UST shareholder approval and certain
other customary closing conditions. The agreement and the amendment
are filed with the Securities and Exchange Commission on September 8
and October 3, respectively.
Altria Group, Inc. Profile
As of October 3, 2008, Altria owned 100% of each of Philip Morris
USA Inc. (PM USA), John Middleton Co. (Middleton) and Philip Morris
Capital Corporation. In addition, Altria held a 28.5% economic and
voting interest in SABMiller plc.
The brand portfolio of Altria's tobacco operating companies
includes such well-known names as Marlboro, Parliament, Virginia
Slims, Basic and Black & Mild. Trademarks and service marks related to
Altria referenced in this release are the property of, or licensed by,
Altria or its subsidiaries. More information is available about Altria
at www.altria.com.
UST Inc. Profile
UST Inc. is a holding company for its principal subsidiaries: U.S.
Smokeless Tobacco Company and Ste. Michelle Wine Estates. U.S.
Smokeless Tobacco Company is the leading producer and marketer of
moist smokeless tobacco products including Copenhagen, Skoal, Red Seal
and Husky. Ste. Michelle Wine Estates produces and markets premium
wines sold nationally under 20 different labels including Chateau Ste.
Michelle, Columbia Crest, Stag's Leap Wine Cellars and Erath, as well
as exclusively distributes and markets Antinori products in the United
States. Trademarks and service marks related to UST referenced in this
release are the property of, or licensed by, UST or its subsidiaries.
More information is available about UST at www.ustinc.com.
Forward-Looking and Cautionary Statements
This press release contains projections of future results and
other forward-looking statements that involve a number of risks and
uncertainties and are made pursuant to the Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995.
The forward-looking statements in this press release include,
without limitation, expectations with respect to the proposed
acquisition of UST. Important factors that may cause actual results
and outcomes to differ materially from those contained in such
forward-looking statements include, without limitation, the parties'
ability to consummate the transaction as expected; the possibility
that one or more of the conditions to the consummation of the
transaction may not be satisfied; the possibility that regulatory
and/or shareholder approvals required for the transaction may not be
obtained in a timely manner, if at all; the parties' ability to meet
expectations regarding the timing, completion, and other matters
relating to the transaction; and any event that could give rise to the
termination of the merger agreement. Other important factors include
the possibility that the expected synergies will not be realized or
will not be realized within the expected time period and the risk that
the integration of UST will not be successful, in each case due to,
among other things, changes in the tobacco industry; prevailing
economic, market, and business conditions affecting the parties; risks
that the transaction disrupts the parties' current plans and
operations; and the other factors detailed in the parties' publicly
filed documents, including their respective Annual Reports on Form
10-K for the year ended December 31, 2007 and their respective
Quarterly Reports on Form 10-Q for the period ended June 30, 2008.
Other factors as well could cause actual results and outcomes to
differ materially from those contained in the projections and
forward-looking statements included in this press release. By way of
example, Altria's tobacco subsidiaries (PM USA and Middleton) as well
as UST's subsidiaries are subject to intense price competition;
changes in consumer preferences and demand for their products;
fluctuations in raw material availability, quality and cost;
fluctuations in levels of customer inventories; the effects of global,
national and local economic and market conditions; changes to income
tax laws; legislation, including actual and potential excise tax
increases; increasing marketing and regulatory restrictions; the
effects of price increases related to excise tax increases and
concluded tobacco litigation settlements on consumption rates and
consumer preferences within price segments; health concerns relating
to the use of tobacco products and exposure to environmental tobacco
smoke; governmental regulation; privately imposed smoking
restrictions; and governmental and grand jury investigations. Their
results are dependent upon their continued ability to promote brand
equity successfully; to anticipate and respond to new consumer trends;
to develop new products and markets and to broaden brand portfolios in
order to compete effectively; and to improve productivity.
Altria's and UST's subsidiaries continue to be subject to
litigation, including risks associated with adverse jury and judicial
determinations, courts reaching conclusions at variance with the
companies' understanding of applicable law and bonding requirements in
the limited number of jurisdictions that do not limit the dollar
amount of appeal bonds.
Altria and UST caution that the foregoing list of important
factors is not complete and do not undertake to update any
forward-looking statements that it may make. All subsequent written
and oral forward-looking statements concerning the proposed
transaction or other matters and attributable to Altria or UST or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements referenced above.
Other Information
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of UST by Altria. In connection
with the proposed acquisition, UST intends to file relevant materials
with the SEC, including a proxy statement on Schedule 14A.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ UST'S PROXY STATEMENT
AND ALL RELEVANT DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME
AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain the documents
free of charge through the website maintained by the SEC at
www.sec.gov. A free copy of the proxy statement and other relevant
documents, when they become available, also may be obtained from UST
Inc., 6 High Ridge Park, Building A, Stamford, Connecticut 06905-1323,
Attn: Investor Relations. Investors and security holders may access
copies of the documents filed with the U.S. Securities and Exchange
Commission by UST on its website at www.ustinc.com. Such documents are
not currently available.
Altria and UST and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from UST's shareholders in connection with the merger.
Information about Altria's directors and executive officers is set
forth in Altria's proxy statement on Schedule 14A filed with the SEC
on April 24, 2008 and Altria's Annual Report on Form 10-K filed on
February 28, 2008. Information about UST's directors and executive
officers is set forth in UST's proxy statement on Schedule 14A filed
with the SEC on March 24, 2008 and UST's Annual Report on Form 10-K
filed on February 22, 2008. Additional information regarding the
interests of participants in the solicitation of proxies in connection
with the merger will be included in the proxy statement that UST
intends to file with the SEC.
Source: Altria Group, Inc. and UST Inc.
Contact:
Clifford B. Fleet
Altria Client Services, Investor Relations
804-484-8222
Daniel R. Murphy
Altria Client Services, Investor Relations
804-484-8222
Brendan J. McCormick
Altria Client Services, Media Affairs
804-484-8897
Mark A. Rozelle
UST, Investor Relations
203-817-3520
Thomas J. Fitzgerald
UST, Media Relations
203-817-3549
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