Business
Rothmans Inc. announces take-over offer by Philip Morris International
Rothmans Board Recommends Shareholders Accept C$30.00 Per Share All Cash Offer TORONTO, July 31 /...
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[{"type":"text","content":"\n\n\n\nRothmans Board Recommends Shareholders Accept C$30.00 Per Share All Cash\n\n\nOffer\n\n\nTORONTO, July 31 /CNW/ - Rothmans Inc. announced today that it has\nentered into a definitive support agreement with Philip Morris International\nInc. ("PMI") that provides for an offer to be made by PMI, by way of a\ntake-over bid, to all Rothmans Inc. shareholders to purchase all of the\noutstanding common shares of Rothmans Inc. for C$30.00 per share in cash (the\n"Offer"). The Offer has the full support of the Board of Directors of Rothmans\nInc.\n\n\nThe transaction values Rothmans Inc. at approximately C$2 billion. The\nall-cash Offer represents a premium of approximately 16.9% over the 20-day\nvolume weighted average trading price for Rothmans Inc. shares on the Toronto\nStock Exchange through July 30, 2008. The Board of Directors of Rothmans Inc.\nhas, based on the recommendation of a special committee of independent\ndirectors and upon consultation with its financial and legal advisors,\ndetermined that the Offer is fair from a financial point of view to Rothmans\nInc. shareholders and is in the best interests of Rothmans Inc. and recommends\nthat Rothmans Inc. shareholders accept the Offer and tender their shares to\nthe Offer. Rothmans Inc. has received an opinion from its financial advisor\nBMO Capital Markets that, subject to the assumptions and limitations stated in\nsuch opinion, the consideration of C$30.00 per share offered under the Offer\nis fair, from a financial point of view, to Rothmans Inc. shareholders.\n\n\nPMI's agreement to make the Offer was conditional on Rothmans, Benson &\nHedges Inc. ("RBH") and Rothmans Inc. reaching an agreement, announced today,\nwith the Government of Canada and the governments of all ten provinces that\nresolves the RCMP's investigation relating to sales of products exported from\nCanada by RBH during the period 1989 - 1996. Rothmans Inc. holds a 60%\ninterest in RBH, while PMI holds the remaining 40% interest in RBH. Details of\nthe settlement are contained in a separate press release issued by Rothmans\nInc. concurrently with this release.\n\n\nFull details of the Offer will be included in the formal offer and\ntake-over bid circular that is expected to be mailed to Rothmans Inc.\nshareholders by August 10, 2008. PMI's take-over bid circular wi...