RJR, B&W Complete Transaction; Reynolds American Inc. Established
31 7월 2004 - 6:35AM
PR Newswire (US)
RJR, B&W Complete Transaction; Reynolds American Inc.
Established WINSTON-SALEM, N.C., July 30 /PRNewswire-FirstCall/ --
R.J. Reynolds Tobacco Holdings, Inc. (RJR) and Brown &
Williamson Tobacco Corporation (B&W) today completed the
transaction that formed a new publicly traded company, Reynolds
American Inc. (NYSE:RAI), and combined their respective U.S.
tobacco businesses. "The closing of this transaction marks a major
milestone for R.J. Reynolds and Brown & Williamson," said
Andrew J. Schindler, executive chairman of Reynolds American.
"Reynolds American will be both financially and operationally
stronger, and in an excellent position to provide attractive
returns to shareholders." "Completing this deal on the terms
proposed last October and in line with the anticipated timetable is
the result of a remarkable collaborative effort by people on both
sides of the Atlantic," said Jan du Plessis, chairman of British
American Tobacco p.l.c. (AMEX:BTI). "I would like to thank them for
all their tremendous work on behalf of our shareholders, for whom
the transaction is expected to be earnings and cash flow enhancing
in 2005." Susan Ivey, president and CEO of Reynolds American, said,
"Today we realized a tremendous opportunity in creating a brand new
company with over 200 years of combined experience and innovation.
We have an excellent leadership team and a new board that will
bring invaluable insight and advice to our company. The integration
teams have done a terrific job over the last eight months in
putting together the best practices, processes and talent in the
new organizations. Reynolds American is ready to execute on day
one. "We will now focus our attention on creating a new business
model and brand-portfolio strategy that will enable R.J. Reynolds
Tobacco to enhance its competitive position in the U.S. market and
continue to return value to shareholders," she continued. "And we
remain confident that we can do so while realizing more than $500
million in annual synergies within the next two years." Reynolds
American common stock will begin trading on the New York Stock
Exchange on August 2, 2004. Based on the 2003 results of its four
operating subsidiaries - R.J. Reynolds Tobacco Company, Santa Fe
Natural Tobacco Company, Inc., Lane Limited and R.J. Reynolds
Global Products, Inc. - Reynolds American Inc. would have annual
sales of $8.4 billion and volume of approximately 172 billion units
(including contract manufacturing). The company will have
approximately 8,100 employees and be headquartered in
Winston-Salem, N.C. Following are other highlights of the
transactions completed today: * Existing RJR shareholders own
approximately 58 percent of Reynolds American common stock through
a tax-free one-for-one exchange. * Through B&W, BAT owns about
42 percent of the approximately 150 million shares of Reynolds
American common stock. * Reynolds American Inc.'s board of
directors will have 13 members. In addition to Schindler and Ivey,
members will include six independent directors of the former RJR
board and five directors designated by the BAT Group (three
independent and two BAT executives). * R.J. Reynolds Tobacco
Company's newly broadened portfolio of iconic cigarette brands
includes five of the top 10 U.S. brands. Reynolds Tobacco
manufactures about one of every three cigarettes sold in the United
States. * RJR paid BAT $400 million in cash for Lane Limited, a
Georgia-based company that manufactures several roll-your-own, pipe
tobacco and little cigar brands, and distributes Dunhill tobacco
products. A conference call will be webcast on Monday, Aug. 2,
2004, at 9:30 a.m. Eastern Daylight Time following the release that
morning of the second-quarter financial results of R.J. Reynolds
Tobacco Holdings, Inc. Members of the new Reynolds American
management team will be on the call to discuss RJR's second-
quarter results, provide an update on the integration of the
tobacco operating companies, and discuss initial plans for Reynolds
American. The conference call will be available online on a
listen-only basis at http://www.rjrholdings.com/ . Cautionary
Information Regarding Forward-Looking Statements Statements
included in this news release that 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 RAI'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 RAI 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 deep-discount brands; 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; the ability to realize the
benefits and synergies arising from the combination of RJR Tobacco
and the U.S. cigarette and tobacco business of B&W; any
potential costs or savings associated with realigning the cost
structure of RAI 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 and the return on
corporate cash; and the ratings of RAI securities. 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, RAI is not required to publicly update or revise any forward-
looking statement, whether as a result of new information, future
events or otherwise. DATASOURCE: Reynolds American Inc. CONTACT:
Maura Payne of R.J. Reynolds Tobacco Holdings, Inc.,
+1-336-741-6996; or Dave Betteridge, 011-044-207-845-2888, or Ralph
Edmondson, 011-044-207-845-1180, both of Brown & Williamson
Tobacco Corporation Web site: http://www.rjrholdings.com/
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