WINSTON-SALEM, N.C.,
March 9, 2017 /PRNewswire/
-- Reynolds American Inc. (NYSE: RAI) and British
American Tobacco p.l.c. (BAT) (LSE: BATS) announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 relating to BAT's proposed acquisition of RAI has
expired without a request for additional information by the U.S.
Department of Justice or the Federal Trade Commission.
The expiration of the Act's waiting period satisfies the
transaction closing condition related to U.S. antitrust
approval. The transaction still requires approval by RAI and
BAT shareholders and regulatory clearance from Japan, and is subject to the satisfaction or
waiver of the other closing conditions specified in the merger
agreement.
Both companies continue to expect the transaction to close 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.
Forward-looking and Cautionary
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 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
necessary regulatory or other 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 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 and BAT'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 will file with the
SEC a registration statement on Form F-4 that will include the
proxy statement of RAI that also constitutes a prospectus of BAT.
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 WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BAT, RAI, THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
shareholders will be able to 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 will be able to obtain free
copies of the proxy statement/prospectus and other documents filed
with the SEC by RAI, when available, 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 will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the
SEC by BAT, when available, 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 will be 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, will be
set forth in the proxy statement/prospectus when it is 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, and its Proxy
Statement on Schedule 14A, dated March 23,
2016, as supplemented, which are filed with the SEC.
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 in the
United States.
- 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 United States 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 more about how Reynolds American
and its operating companies are transforming the tobacco industry,
visit Transforming Tobacco.
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SOURCE Reynolds American Inc.