WINSTON-SALEM, N.C.,
May 30, 2017 /PRNewswire/ -- Reynolds
American Inc. (NYSE: RAI) today announced its proposed leadership
team after the anticipated third-quarter acquisition of RAI by
British American Tobacco p.l.c. (BAT).
Debra A. Crew will remain as
president and CEO of RAI. Should the acquisition be
successfully completed, she will report to Nicandro Durante, president and CEO of
BAT.
Andrew D. Gilchrist, currently
executive vice president and chief financial officer of RAI, has
indicated that, in the event of the completion of the proposed
acquisition, he intends to resign from the company shortly
thereafter. Gilchrist's replacement will be named in the future,
and will report to Crew.
Should the acquisition be successfully completed, the majority
of RAI and its subsidiaries' senior executives will remain with the
RAI companies. The executives who plan to remain, and their
titles at RAI or one of its subsidiaries, will be as follows:
- Michael P. Auger, president of
RAI Trade Marketing Services Co.;
- Lisa J. Caldwell, executive vice
president and chief human resources officer of RAI, RAI Services
Co. (RAIS) and R.J. Reynolds Tobacco Co. (RJRT);
- Joseph P. Fragnito, president
and chief commercial officer of RJRT;
- Carolyn C. Hanigan, president of
RAI Innovations Co.;
- Nancy H. Hawley, executive vice
president of operations of RJRT;
- Daniel J. Herko, executive vice
president of R&D of RJRT and executive vice president of
scientific and regulatory affairs of RAIS;
- Martin (Mark) L. Holton III,
executive vice president of legal and external affairs and general
counsel of RAI and RAIS;
- N. Winton Jennette, senior vice
president of strategy and planning of RJRT;
- Kevan A. Ostrander, vice
president of information management of RAIS; and
- Mark A. Peters, senior vice
president of decision support and transition planning of RAIS and
chief financial officer of RJRT.
"I'm delighted that so many of our companies' strong, seasoned
leaders will remain in their roles following completion of the
proposed acquisition," Crew said. "As a group, we are
committed to our shared vision of transforming the U.S. tobacco
industry, and we are confident that being part of a much larger,
global organization will enable us to achieve this vision and
amplify our success," she said.
In the weeks ahead, a new executive vice president of consumer
marketing for RJRT is expected to be named, as Cressida Lozano, the current executive vice
president of consumer marketing for RJRT, has indicated that, in
the event of the completion of the proposed acquisition, she
intends to resign from the company later this year.
In addition to Gilchrist and Lozano, J.
Brice O'Brien, the current executive vice president of
public affairs and chief communications officer, has indicated
that, in the event of the completion of the proposed acquisition,
he intends to resign from the company shortly thereafter. Following
such departure, his responsibilities will be assigned to
Mark Holton, in addition to Holton's
continuing role as RAI's general counsel.
"Our companies owe Andrew
Gilchrist, Brice O'Brien and
Cressida Lozano tremendous thanks
for their leadership and commitment to our shared success," Crew
said. "Should these resignations occur, we wish them all the
best in their future endeavors."
RAI's acquisition by BAT is subject to approval by both
companies' shareholders as well as other customary closing
conditions. RAI continues to expect the transaction to be
completed in the third quarter of 2017.
Web and Social Media Disclosure
RAI's website,
www.reynoldsamerican.com, is the primary source of publicly
disclosed news, including our quarterly earnings, about RAI and its
operating companies. RAI also uses Twitter to publicly disseminate
company news via @RAI_News. It is possible that the
information we post could be deemed to be material information. We
encourage investors and others to register at
www.reynoldsamerican.com to receive alerts when news about the
company has been posted, and to follow RAI on Twitter at
@RAI_News.
Cautionary Statement Regarding Forward-Looking
Statements
Statements included in this communication that
are not historical in nature, including financial estimates and
statements as to regulatory approvals and the expected timing,
completion and effects of the proposed transaction, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
When used in this communication and in documents incorporated by
reference, forward-looking statements include, without limitation,
statements regarding the benefits of the proposed transaction,
including future financial and operating results, financial
forecasts or projections, the combined company's plans,
expectations, beliefs, intentions and future strategies, and other
statements that are not historical facts, and other statements that
are signified by the words "anticipate," "believe," "estimate,"
"expect," "intend," "may," "objective," "outlook," "plan,"
"project," "predict," "possible," "potential," "could," "should"
and similar expressions. These statements regarding future events
or the future performance or results of Reynolds American Inc.
("RAI") and its subsidiaries or the combined company inherently are
subject to a variety of risks, contingencies and other
uncertainties that could cause actual results, performance or
achievements to differ materially from those described in or
implied by the forward-looking statements.
Among the risks, contingencies and uncertainties that could
cause actual results to differ from those described in the
forward-looking statements or could result in the failure of the
proposed transaction to be consummated, or if consummated, could
have an adverse effect on the results of operations, cash flows and
financial position of RAI or the combined company, respectively,
are the following: the failure to obtain necessary shareholder
approvals for the proposed transaction; the failure to obtain other
necessary approvals for the proposed transaction, or if obtained,
the possibility of being subjected to conditions that could reduce
the expected synergies and other benefits of the proposed
transaction, result in a material delay in, or the abandonment of,
the proposed transaction or otherwise have an adverse effect on RAI
or the combined company; the failure to satisfy required closing
conditions or complete the proposed transaction in a timely manner
or at all; the effect of restrictions placed on RAI's and its
subsidiaries' business activities and the limitations put on RAI's
ability to pursue alternatives to the proposed transaction pursuant
to the merger agreement; risks related to disruption of management
time from ongoing business operations due to the proposed
transaction; the failure to realize projected synergies and other
benefits from the proposed transaction; failure to promptly and
effectively integrate RAI into British American Tobacco p.l.c.
("BAT"); the uncertainty of the value of the proposed transaction
consideration that RAI shareholders will receive in the proposed
transaction due to a fixed exchange ratio and a potential
fluctuation in the market price of BAT common stock; the difference
in rights provided to RAI shareholders under North Carolina law, the RAI articles of
incorporation and the RAI bylaws, as compared to the rights RAI
shareholders will obtain as BAT shareholders under the laws of
England and Wales and BAT's governing documents; the
possibility of RAI's directors and officers having interests in the
proposed transaction that are different from, or in addition to,
the interests of RAI shareholders generally; the effect of the
announcement of the proposed transaction on the ability to retain
and hire key personnel, maintain business relationships, and on
operating results and businesses generally; the incurrence of
significant pre- and post-transaction related costs in connection
with the proposed transaction; evolving legal, regulatory and tax
regimes; and the occurrence of any event giving rise to the right
of a party to terminate the merger agreement. Discussions of
additional risks, contingencies and uncertainties are contained in
RAI's filings with the U.S. Securities and Exchange Commission (the
"SEC").
Due to these risks, contingencies and other uncertainties, you
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Except as provided by federal securities laws, RAI is not under any
obligation to, and expressly disclaims any obligation, to update,
alter or otherwise revise any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events or otherwise.
Additional Information
This communication may be
deemed to be solicitation material in respect of the proposed
transaction involving RAI and BAT. In connection with the proposed
transaction, BAT has filed with the SEC a registration statement on
Form F-4 that includes the proxy statement of RAI that also
constitutes a prospectus of BAT. The registration statement has not
yet become effective and the proxy statement included therein is in
preliminary form. RAI plans to mail the definitive proxy
statement/prospectus to its shareholders in connection with the
proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT BAT, RAI, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and shareholders may
obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by RAI and BAT through the SEC's
website at http://www.sec.gov. In addition, investors and
shareholders may obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by RAI
by contacting RAI Investor Relations at
raiinvestorrelations@reynoldsamerican.com or by calling (336)
741-5165 or at RAI's website at www.reynoldsamerican.com, and may
obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by BAT by contacting BAT
Investor Relations at batir@bat.com or by calling +44 (0) 20 7845
1000 or at BAT'S website at www.bat.com.
RAI, BAT and their respective directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from RAI shareholders in respect of the
proposed transaction that is described in the proxy
statement/prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of proxies from RAI shareholders in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, is set
forth in the proxy statement/prospectus filed with the SEC. You may
also obtain the documents that RAI files electronically from the
SEC's website at http://www.sec.gov. Information regarding RAI's
directors and executive officers is contained in RAI's Annual
Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC
on February 9, 2017, and its Form
10-K/A, which was filed with the SEC on March 20, 2017. Information regarding BAT's
directors and executive officers is contained in BAT's Annual
Reports, which may be obtained free of charge from BAT's website at
www.bat.com.
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities in
any jurisdiction pursuant to the acquisition, the merger or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
ABOUT US
Reynolds American Inc. (NYSE: RAI) is the
parent company of R.J. Reynolds Tobacco Company; Santa Fe Natural
Tobacco Company, Inc.; American Snuff Company, LLC; Niconovum
USA, Inc.; Niconovum AB; and R.J.
Reynolds Vapor Company.
- R.J. Reynolds Tobacco Company is the second-largest U.S.
tobacco company. R.J. Reynolds' brands include Newport, Camel and Pall Mall.
- Santa Fe Natural Tobacco Company, Inc. manufactures and markets
Natural American Spirit products.
- American Snuff Company, LLC is the nation's second-largest
manufacturer of smokeless tobacco products. Its leading brands are
Grizzly and Kodiak.
- Niconovum USA, Inc. and
Niconovum AB market innovative nicotine replacement therapy
products in the U.S. and Sweden,
respectively, under the ZONNIC brand name.
- R.J. Reynolds Vapor Company is a marketer of digital vapor
cigarettes, manufactured on its behalf by R.J. Reynolds, under the
VUSE brand name in the United
States.
Copies of RAI's news releases, annual reports, SEC filings and
other financial materials, including risk factors containing
forward-looking information, are available at
www.reynoldsamerican.com. To learn how RAI and its
operating companies are transforming the tobacco industry, go to
the RAI website, Transforming Tobacco.
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visit:http://www.prnewswire.com/news-releases/rai-post-acquisition-leadership-team-announced-300465724.html
SOURCE Reynolds American Inc.