RJR Files Amended Proxy Statement; Announces Proposed Board of Directors for Reynolds American Inc.
2004年6月24日 - 3:10AM
PRニュース・ワイアー (英語)
RJR Files Amended Proxy Statement; Announces Proposed Board of
Directors for Reynolds American Inc. WINSTON-SALEM, N.C., June 23
/PRNewswire-FirstCall/ -- R.J. Reynolds Tobacco Holdings, Inc.
(NYSE:RJR) has filed with the Securities and Exchange Commission
(SEC) an amended registration statement on Form S-4 containing the
proxy statement/prospectus regarding the proposal to combine R.J.
Reynolds Tobacco Co. (RJRT) and the U.S. business of Brown &
Williamson Tobacco Corp. (B&W). The agreement between RJR and
B&W's parent company, British American Tobacco p.l.c.
(AMEX:BTI), to combine RJRT and B&W provides for establishing a
new publicly traded holding company called Reynolds American Inc.
In addition, Reynolds American will pay $400 million in cash to
acquire Lane Limited, which manufactures several cigar,
roll-your-own and pipe tobacco brands and distributes Dunhill
tobacco products. The agreement also stipulates that the new board
of Reynolds American Inc. will consist of 13 members -- including
Andrew J. Schindler, currently chairman and CEO of RJR, who will
serve as executive chairman of Reynolds American; and Susan Ivey,
currently president and CEO of B&W, who will serve as president
and CEO of Reynolds American Inc. In addition, the Reynolds
American board will include six directors from the existing RJR
board and five directors designated by BAT (three independent and
two BAT executives). The proxy statement includes biographies of
the proposed board of directors. Schindler said, "The leadership,
talent and depth of expertise among the proposed Reynolds American
board of directors will be a tremendous asset to the new company. I
am also deeply grateful to all the current RJR board members for
their invaluable service to the company and its shareholders." In
addition to Schindler and Ivey, the proposed directors for Reynolds
American are: - Betsy S. Atkins, chief executive officer of Baja
Ventures, an independent venture-capital firm focused on the
technology and life sciences industry. - General (retired) John T.
Chain, chairman of Thomas Group, Inc., an international
management-consulting firm. - E.V. (Rick) Goings, chairman and
chief executive officer of Tupperware Corporation, a worldwide
direct-selling consumer products company. - Nana Mensah, chief
operating officer - domestic of Church's Chicken, a division of AFC
Enterprises, Inc. and one of the world's largest quick-service
restaurant chains. - Robert S. (Steve) Miller Jr., non-executive
chairman of the board of Federal-Mogul, Inc., an auto parts
supplier. - Antonio Monteiro de Castro, chief operating officer of
BAT and a member of BAT's board of directors. - H.G.L. (Hugo)
Powell, retired chief executive officer of Interbrew S.A., a
publicly traded company based in Belgium that is one of the leading
global brewers. - Joseph P. Viviano, retired vice chairman of
Hershey Foods Corporation, a chocolate and confectionery
manufacturer. - Thomas C. Wajnert, managing director of Fairview
Advisors, LLC, a merchant bank. - Neil R. Withington, director -
legal and security, and group general counsel of BAT. - And one
additional independent director yet to be designated and named by
BAT. As the company has previously stated, four key rulings and
approvals are necessary to close the transaction: clearance by the
U.S. Federal Trade Commission (FTC), rulings from the U.S. Internal
Revenue Service (IRS) regarding the tax-free status of the
transaction, clearance by the SEC of the proxy statement/prospectus
for RJR shareholders, and RJR shareholder approval. On June 22,
2004, RJR obtained favorable decisions from the FTC and the IRS.
Reynolds Tobacco is the second-largest U.S. cigarette manufacturer
and marketer. RJRT's key brands include Camel, Salem, Winston and
Doral. Brown & Williamson is the third-largest domestic
cigarette company. B&W's brands include KOOL, Pall Mall, Lucky
Strike and Misty. Forward-Looking Information Statements included
in this news release which are not historical in nature are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements regarding RJR's future performance and
financial results include risks and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. These risks include the substantial and
increasing regulation and taxation of the cigarette industry;
various legal actions, proceedings and claims relating to the sale,
distribution, manufacture, development, advertising, marketing and
claimed health effects of cigarettes that are pending or may be
instituted against RJR or its subsidiaries; the substantial payment
obligations and limitations on the advertising and marketing of
cigarettes under various litigation settlement agreements; the
continuing decline in volume in the domestic cigarette industry;
competition from other cigarette manufacturers, including increased
promotional activities and the growth of the deep-discount
category; the success or failure of new product innovations and
acquisitions; the responsiveness of both the trade and consumers to
new products and marketing and promotional programs; any potential
costs or savings associated with realigning the cost structure of
RJR and its subsidiaries; the ability to achieve efficiencies in
manufacturing and distribution operations without negatively
affecting sales; the cost of tobacco leaf and other raw materials
and commodities used in products; the effect of market conditions
on the performance of pension assets, foreign currency exchange
rate risk, interest rate risk and the return on corporate cash; and
the ratings of RJR securities. In addition, RJR can give no
assurance that the proposed formation of Reynolds American Inc.,
the combination of RJRT and the U.S. assets, liabilities and
operations of B&W, and the related transactions, will be
consummated, or if consummated, that any expectations relating
thereto will be realized. Factors that could affect whether these
transactions are consummated include obtaining clearance by the
SEC, the approval of RJR shareholders and the satisfaction or
waiver of certain other conditions. Due to these uncertainties and
risks, undue reliance should not be placed on these forward-looking
statements, which speak only as of the date of this news release.
Except as provided by federal securities laws, RJR is not required
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
Additional Information and Where To Find It Reynolds American Inc.,
the holding company formed in connection with the proposed business
combination, has filed a registration statement on Form S-4 that
includes a preliminary proxy statement/prospectus and other
relevant documents in connection with the proposed business
combination. When the registration statement becomes effective, a
final proxy statement/prospectus and other relevant documents will
be mailed to RJR shareholders. INVESTORS AND SECURITY HOLDERS OF
RJR ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. Documents filed by RJR and Reynolds American
Inc. with the SEC can be found at the SEC's Web site at
http://www.sec.gov/ . Once available, free copies of the final
prospectus/proxy statement, as well as RJR's and Reynolds American
Inc.'s related filings with the SEC, also may be obtained from RJR
by directing a request to R.J. Reynolds Tobacco Holdings, Inc. at
P.O. Box 2866, Winston-Salem, NC 27102-2866, Attn.: Office of
Investor Relations, or by telephone at (336) 741-5165 or on RJR's
Web site, http://www.rjrholdings.com/ . Interests of Participants
RJR, its directors and executive officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies from RJR shareholders in favor of the
proposed business combination. A description of the interests of
the directors and executive officers of RJR is set forth in the
prospectus/proxy statement and the other relevant documents filed
with the SEC. R.J. Reynolds Tobacco Holdings, Inc. is the parent
company of R.J. Reynolds Tobacco Company and Santa Fe Natural
Tobacco Company, Inc. R.J. Reynolds Tobacco Company is the
second-largest tobacco company in the United States, manufacturing
about one of every five cigarettes sold in the United States.
Reynolds Tobacco's product line includes four of the nation's 10
best-selling cigarette brands: Camel, Winston, Salem and Doral.
Santa Fe Natural Tobacco Company, Inc. manufactures Natural
American Spirit cigarettes and other tobacco products, and markets
them both nationally and internationally. Copies of RJR's news
releases, annual reports, SEC filings and other financial materials
are available on the company's Web site,
http://www.rjrholdings.com/ . DATASOURCE: R.J. Reynolds Tobacco
Holdings, Inc. CONTACT: Maura Payne of R.J. Reynolds Tobacco
Holdings, Inc., +1-336-741-6996, or cell, +1-336-829-9024 Web site:
http://www.rjrt.com/ http://www.rjrholdings.com/
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