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.