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Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST
Friday, October 03, 2008 8:33 AM


Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE: UST) today announced that the companies have amended the September 7, 2008 agreement pursuant to which Altria has agreed to acquire all outstanding shares of UST. The amendment sets forth Altria’s and UST’s agreement to extend, at Altria’s option, the closing date of the transaction to a date that is no later than early January 2009 in the event conditions for closing are met prior to the end of 2008. While Altria currently has fully committed financing to complete the transaction, Altria’s lenders advised that it would be preferable to close the transaction in 2009. The parties also agreed to increase the “reverse termination fee” from $200 million to $300 million under certain circumstances, which are detailed in the amendment. In addition to the regulatory review process, completion of the transaction remains subject to UST shareholder approval and certain other customary closing conditions. The agreement and the amendment are filed with the Securities and Exchange Commission on September 8 and October 3, respectively.

Altria Group, Inc. Profile

As of October 3, 2008, Altria owned 100% of each of Philip Morris USA Inc. (PM USA), John Middleton Co. (Middleton) and Philip Morris Capital Corporation. In addition, Altria held a 28.5% economic and voting interest in SABMiller plc.

The brand portfolio of Altria’s tobacco operating companies includes such well-known names as Marlboro, Parliament, Virginia Slims, Basic and Black & Mild. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information is available about Altria at www.altria.com.

UST Inc. Profile

UST Inc. is a holding company for its principal subsidiaries: U.S. Smokeless Tobacco Company and Ste. Michelle Wine Estates. U.S. Smokeless Tobacco Company is the leading producer and marketer of moist smokeless tobacco products including Copenhagen, Skoal, Red Seal and Husky. Ste. Michelle Wine Estates produces and markets premium wines sold nationally under 20 different labels including Chateau Ste. Michelle, Columbia Crest, Stag’s Leap Wine Cellars and Erath, as well as exclusively distributes and markets Antinori products in the United States. Trademarks and service marks related to UST referenced in this release are the property of, or licensed by, UST or its subsidiaries.



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