Redemption Date for Carolina Group Stock Set for June 10th
Loews Corporation (NYSE:LTR; CG) today announced that it has commenced an offer to its stockholders for the exchange, on a tax-free basis, of shares of Loews common stock for shares of common stock of Lorillard, Inc. held by Loews. The offer will expire at 12:00 midnight, New York City time, on June 9, 2008, unless extended.
Loews also announced that on June 10, 2008 it will distribute 108,478,429 shares, or approximately 62%, of Lorillard’s outstanding common stock in redemption of all of the outstanding shares of Carolina Group stock in accordance with Loews’s Restated Certificate of Incorporation. Holders of Carolina Group stock will receive one share of Lorillard common stock for each share of Carolina Group stock they own.
Under the terms of the exchange offer, holders of Loews common stock who accept the offer will receive 0.70 of a share of Lorillard common stock in exchange for each share of Loews common stock tendered and accepted, subject to proration. The exchange ratio of 0.70 of a share of Lorillard common stock for each share of Loews common stock represents a premium of 7.4% over the price of Loews common stock, based on the closing prices of Loews common stock and Carolina Group stock on the New York Stock Exchange on May 8, 2008. The actual premium will differ depending on changes in market prices during the exchange offer period. Loews will accept up to an aggregate of approximately 93.5 million shares of Loews common stock in the exchange offer, in exchange for which it will distribute up to 65,445,000 shares, or approximately 38%, of Lorillard common stock. The terms and conditions of the exchange offer are more fully described in the Prospectus – Offer to Exchange dated May 9, 2008 and the Tender Offer Statement on Schedule TO being filed by Loews today with the Securities and Exchange Commission.
Lorillard has received approval to list its common stock for trading on the New York Stock Exchange under the symbol “LO.” Loews common stock and Carolina Group stock are currently listed for trading on the New York Stock Exchange under the symbols “LTR” and “CG,” respectively.
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated will act as co-dealer managers for the exchange offer.
Lorillard is currently a wholly owned subsidiary of Loews.