Loews (NYSE:LTR)
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Loews Corporation (NYSE: LTR) today announced the final results of its
offer to exchange shares of Lorillard, Inc. common stock (NYSE: LO) held
by Loews for outstanding shares of Loews common stock. The exchange
offer, which was oversubscribed, expired at 12:00 midnight, New York
City time, on June 9, 2008.
The exchange agent, Mellon Investor Services LLC, reported a final count
of 171,506,287 shares of Loews common stock tendered for exchange,
including 1,461,940 shares tendered by odd-lot holders electing not to
be subject to proration. Under the terms of the offer, Loews accepted
93,492,857 shares of Loews common stock in exchange for 65,445,000
shares of Lorillard common stock, reflecting an exchange ratio of 0.70.
Because more than 93,492,857 shares of Loews common stock were tendered
in the exchange offer, the exchange offer was oversubscribed. Loews
accepted all shares tendered by odd-lot shareholders electing not to be
subject to proration. Additionally, Loews accepted on a pro rata basis a
portion of all other tendered shares of Loews common stock based on a
final proration factor of 54.1%.
Shares of Loews common stock tendered but not accepted for exchange will
be credited to the tendering holder’s account
in book-entry form. Shares of Lorillard common stock to be distributed
pursuant to the terms of the exchange offer will be credited in
book-entry form to accounts of the tendering holders by the exchange
agent. Under the terms of the exchange offer, no fractional shares of
Lorillard common stock will be distributed. Instead, fractional shares
will be aggregated and sold, and the net cash proceeds of such sale will
be distributed promptly to tendering stockholders in accordance with
their fractional interests in the shares sold.
About Loews
Loews Corporation, a holding company, is one of the largest
diversified corporations in the United States. Its principal
subsidiaries are CNA Financial Corporation (NYSE: CNA); Diamond Offshore
Drilling, Inc. (NYSE: DO); HighMount Exploration & Production LLC;
Boardwalk Pipeline Partners, LP (NYSE: BWP); and Loews Hotels.
Additional Information
Stockholders of Loews are advised to read Loews’s
Tender Offer Statement on Schedule TO, as amended, Lorillard’s
Registration Statement on Form S-4 and the Prospectus –
Offer to Exchange included as part of the Registration Statement, as
well as any other documents relating to the exchange offer that are
filed with the SEC when they become available because they contain
important information. Stockholders of Loews may obtain copies of these
documents for free at the SEC's website at www.sec.gov.
This announcement is for informational purposes only and is neither an
offer to buy any securities or a recommendation as to whether you should
participate in the exchange offer. The offer is made solely by the Prospectus
– Offer to Exchange and related letter of
transmittal.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are inherently subject to a variety of risks and
uncertainties that could cause actual events to differ materially from
those described. Therefore, no assurance can be given that the
transactions described herein will be consummated on the currently
proposed terms or otherwise. Loews expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in expectations with
regard thereto or any change in events, conditions or circumstances on
which any forward-looking statement is based.