Loews (NYSE:LTR)
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Loews Corporation (NYSE:LTR) today announced the preliminary results of
the offer to its stockholders to exchange shares of Loews common stock
for shares of Lorillard, Inc. common stock (NYSE: LO) held by Loews. The
exchange offer expired at 12:00 midnight, New York City time, on June 9,
2008.
According to the exchange agent, Mellon Investor Services LLC, a total
of 173,449,763 shares of Loews common stock were tendered for exchange
and not withdrawn prior to the expiration of the exchange offer,
including 76,032,420 shares tendered by guaranteed delivery procedures.
Loews will accept 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 have been
tendered, the exchange offer is oversubscribed and Loews will only be
able to accept a portion of the shares of Loews common stock that were
validly tendered, on a pro rata basis in proportion to the number of
shares tendered. Stockholders who owned less than 100 shares of Loews
common stock, or an “odd-lot,”
who have validly tendered all of their shares will not be subject to
proration if they so elected in accordance with the terms of the
exchange offer.
Based on the total number of shares of Loews common stock reported to be
tendered prior to the expiration of the exchange offer, it is estimated
that approximately 53.5% of the tendered Loews common stock will be
accepted for exchange (assuming all shares tendered by guaranteed
delivery procedures are delivered under the terms of the exchange
offer). This preliminary proration factor is subject to change based on,
among other things, the number of tendered shares which satisfy the
guaranteed delivery procedures. Stockholders who tendered their shares
by delivering a notice of guaranteed delivery on or before June 9, 2008
prior to the expiration of the exchange offer must deliver the related
shares and required documents to the exchange agent by no later than
4:00 p.m., New York City time, on Thursday, June 12, 2008.
Loews expects to announce the final proration factor and its acceptance
of validly tendered shares of Loews common stock promptly following the
expiration of the guaranteed delivery period and confirmation that the
conditions to the offering have been satisfied or waived. Shares of
Loews common stock tendered but not accepted for exchange will be
credited to the tendering holder’s account in
book-entry form promptly after the final proration factor is announced.
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 promptly after the final
proration factor is announced. 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.
Loews offered to exchange 0.70 of a share of Lorillard common stock for
each share of Loews common stock validly tendered and not properly
withdrawn, up to an aggregate of 93,492,857 shares of Loews common
stock. Because the exchange offer was oversubscribed, all shares of
Lorillard common stock owned by Loews will be exchanged in the exchange
offer and no Lorillard shares will be distributed as a pro rata dividend
to Loews stockholders.
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated are serving
as co-dealer managers for the exchange offer.
Redemption of Carolina Group Stock
Loews also announced that, as of 9:00 a.m. today, it is redeeming all
108,478,429 outstanding shares of its Carolina Group stock in exchange
for 108,478,429 shares of Lorillard common stock, or approximately 62%
of Lorillard’s outstanding common stock.
Holders of Carolina Group stock received one share of Lorillard common
stock for each share of Carolina Group stock they owned. Shares of
Lorillard common stock will begin trading today on the New York Stock
Exchange under the symbol “LO.”
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.
About Lorillard
Lorillard, Inc. is engaged, through its subsidiaries, in the
production and sale of cigarettes. The principal cigarette brand names
of Lorillard are Newport, Kent, True, Maverick and Old Gold. Lorillard's
largest selling brand is Newport, the second largest selling cigarette
brand in the United States and the largest selling brand in the menthol
segment of the U.S. cigarette market.
Additional Information
Stockholders of Loews are advised to read Loews’s
Tender Offer Statement on Schedule TO, 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.
Loews has retained Innisfree M&A Incorporated as the Information Agent
for the exchange offer. Stockholders may contact the Information Agent
at (877) 717-3925 (toll-free in the United States or Canada) or at (412)
232-3651 (elsewhere) to obtain copies of the Prospectus –
Offer to Exchange and related documentation or to ask questions
about the terms of the exchange offer. Banks and brokers having
questions about the exchange offer should call the Information Agent at
(212) 750-5833.
Loews has retained Mellon Investor Services LLC as the Redemption Agent
for the redemption of Carolina Group stock. Stockholders may contact the
Redemption Agent at (877) 277-8027 in the U.S., Canada or Puerto Rico or
(201) 680-6579 (collect) outside the U.S. to obtain copies of the Information
Statement – Prospectus and related
documentation or to ask questions about the Redemption.
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. Important factors that could cause actual events to
differ from those described include, but are not limited to,
satisfaction of the conditions to completion of the exchange offer.
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.