Trading: TSX: ROC
TORONTO, Aug. 7 /CNW/ - Rothmans Inc. ("Rothmans" or the "Company") announced today that Philip Morris International Inc. ("PMI") has mailed its previously announced offer to all Rothmans shareholders to purchase all of the outstanding common shares of Rothmans for $C30.00 per share in cash (the "Offer"). The Offer and the take-over bid circular of PMI are accompanied by Rothmans' directors' circular which confirms that the Rothmans Board of Directors, acting upon the unanimous recommendation of its Special Committee, has determined that the Offer is fair from a financial point of view to the shareholders of Rothmans and is in the best interests of the Company and that the Rothmans Board of Directors is recommending that the shareholders accept the Offer and tender their common shares to the Offer.
The Offer is open for acceptance at any time prior to midnight (Vancouver time) at the end of September 11, 2008 unless withdrawn or extended. The Offer is subject to certain conditions, which are described in the take-over bid circular of PMI and Rothmans' directors' circular.
Full details of the Offer are contained in the take-over bid circular of PMI and related materials and Rothmans' directors' circular, copies of which are available on SEDAR at www.sedar.com and on the Rothmans website at www.rothmansinc.ca.
Forward Looking Statements
Certain statements contained in this release may constitute "forward-looking statements" and express views as to future events, circumstances and trends relating to the business of RBH and Rothmans Inc. Words such as "plans", "intends", "outlook", "expects", "anticipates", "estimates", "believes", "should" and similar expressions may identify forward-looking statements. Forward-looking statements are based on management's current expectations and assumptions and entail various risks and uncertainties. There is no assurance that any forward-looking statement will materialize. Actual results may differ materially from these expectations and forward-looking statements, if known and unknown risks or uncertainties affect RBH's business or Rothmans Inc., or if management's expectations or assumptions prove to be inaccurate. Factors that could cause actual results to differ materially from the forward-looking statements contained herein include, but are not limited to: the ability of Rothmans and PMI to satisfy or complete the conditions of the Offer as required by the support agreement; the availability of regulatory approvals required for completion of the Offer; Rothmans and PMI's abilities to complete a second-step transaction; and Rothmans and PMI's abilities to fund the payment of any required termination fees. Rothmans Inc. disclaims any obligation or intention to update or revise any forward-looking statement, whether the result of new information, future events or otherwise, except as otherwise required by applicable law. Additional information concerning risks and uncertainties affecting Rothmans and its 60%-owned subsidiary, Rothmans, Benson & Hedges Inc. ("RBH") is contained in the Company's filings with the Canadian securities regulatory authorities, including the Company's Annual Information Form (in particular under "Legal Proceedings" and "Risk Factors") available on SEDAR at www.sedar.com or on the Company's website at www.rothmansinc.ca.