RAI Reynolds American (delisted)

R.J. Reynolds Tobacco Holdings, Inc. Announces Expiration of Tender Offer for its 7-3/4% Notes due 2006 WINSTON-SALEM, N.C., July 20 /PRNewswire-FirstCall/ -- Reynolds American Inc. (NYSE:RAI) announced today that the previously announced tender offer and related consent solicitation by its direct wholly owned subsidiary, R.J. Reynolds Tobacco Holdings, Inc. (RJR), for any and all of RJR's outstanding 7-3/4% Notes due 2006 (CUSIP Nos. 76182KAK1, 74960LBK1 and 74960LBL9) (the Notes) expired at 12:00 midnight, New York City time, on July 19, 2005 (the Expiration Date). A total of approximately $309.8 million in principal amount, or 62 percent, of the $500 million in aggregate principal amount of outstanding Notes, were tendered on or prior to the Expiration Date. RJR has accepted for payment all of the Notes tendered in the tender offer, and expects to pay today for any tendered Notes that were not previously settled. The tender offer and the related consent solicitation to amend the indenture governing the Notes are described in the Offer to Purchase and Consent Solicitation Statement dated June 21, 2005. (Logo: http://www.newscom.com/cgi-bin/prnh/20040720/CLTU061LOGO) In conjunction with the tender offer, consents were solicited to eliminate substantially all of the restrictive covenants and one of the events of default contained in the indenture governing the Notes. As previously announced, after receipt of the requisite number of consents to amend the indenture and the satisfaction of the other conditions to the adoption of the proposed amendments to the indenture, The Bank of New York, as trustee under the indenture, RJR as issuer, and RAI and the other guarantors of the Notes entered into, on July 6, 2005, a supplemental indenture effecting the amendments. RJR is financing the payment for Notes tendered pursuant to the tender offer with the proceeds from its private offering of $300 million in aggregate principal amount of 6.50% Secured Notes due 2010 and $200 million aggregate principal amount of 7.30% Secured Notes due 2015, which closed on June 29, 2005. Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. acted as the dealer managers and solicitation agents for the tender offer and consent solicitation, and Global Bondholder Services Corporation acted as the information agent. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the Notes, nor is this announcement an offer to sell or a solicitation of an offer to buy new securities of RJR. Cautionary Information Regarding Forward-Looking Statements Statements included in this news release that are not historical in nature are forward-looking statements. These statements regarding RAI's future performance and financial results inherently are subject to a variety of risks and uncertainties, described in the forward-looking statements. These risks and uncertainties 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 R. J. Reynolds Tobacco Company and the U.S. cigarette and tobacco business of Brown & Williamson Tobacco Corporation; 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 other 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; the rating of RJR's securities; any adverse impacts from the transition of the packaging operations formerly conducted by RJR Packaging, LLC, an indirect wholly owned subsidiary of RJR, to the buyers of RJR Packaging, LLC's businesses; and the potential existence of significant deficiencies or material weaknesses in internal controls over financial reporting that may be identified during the performance of testing required under Section 404 of the Sarbanes-Oxley Act of 2002. Due to these uncertainties and risks, you are cautioned not to place undue reliance 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. Reynolds American Inc. is the parent company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company, Inc., Lane Limited and R.J. Reynolds Global Products, Inc. R.J. Reynolds Tobacco Company, the second- largest U.S. tobacco company, manufactures about one of every three cigarettes sold in the United States, including five of the nation's 10 best-selling brands: Camel, Winston, Kool, 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. Lane Limited manufactures several roll-your-own, pipe tobacco and little cigar brands, and distributes Dunhill tobacco products. R.J. Reynolds Global Products, Inc. manufactures, sells and distributes American-blend cigarettes and other tobacco products to a variety of customers worldwide. Copies of RAI's news releases, annual reports, SEC filings and other financial materials are available on the company's Web site, http://www.reynoldsamerican.com/. http://www.newscom.com/cgi-bin/prnh/20040720/CLTU061LOGO http://photoarchive.ap.org/ DATASOURCE: Reynolds American Inc. CONTACT: Investors, Ken Whitehurst of Reynolds American Inc., +1-336-741-0951; or Media, Seth Moskowitz for Reynolds American Inc., +1-336-741-7698 Web site: http://www.reynoldsamerican.com/ http://www.rjrt.com/

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