RJ Reynolds Tob (NYSE:RJR)
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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/