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Smoked: Rothmans entry into U.S. may be foiled by tobacco giant's move  

A Canadian tobacco company's effort to buy into the American market may go up in smoke because Santa Fe Natural Tobacco is favouring a takeover bid from R.J. Reynolds Holdings over one from Rothmans Inc.

But Toronto-based Rothmans said Tuesday it will collect a big breakup fee if New Mexico-based Santa Fe formally accepts a sweetened $340-million US cash bid from America's second-largest tobacco maker. . .

Santa Fe's additive-free cigarettes, made from organic tobacco and sold in distinctive packages bearing the silhouette of a pipe-smoking American Indian in a feathered headdress, account for just about one per cent of the U.S. market of 46.5-million smokers.

But it complements RJR's additive-free Winston brand - one of the top 10 brands in the United States with about five per cent of the U.S. market, said Payne.

R.J. Reynolds said it plans to maintain Santa Fe as a wholly owned subsidiary with a head office in New Mexico and a plant in Oxford, N.C.

"It is our intention to operate the company, much as it is operating today," said Payne.

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Rothmans behind in bidding war 

Rothmans Inc. appears to have lost a bidding war for the maker of the popular additive-free Spirit cigarettes to R.J. Reynolds Tobacco Holdings Inc., the second-largest tobacco company in the United States.

R.J. Reynolds on Monday increased its all-cash offer for privately held Santa Fe Natural Tobacco Co. to US$340-million from US$320-million.

Toronto-based Rothmans said yesterday it "does not contemplate increasing the value" of its US$353.7-million cash, debt and stock takeover bid, noting that it would receive a US$11-million break-up fee if R.J. Reynolds succeeds

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Board weighs buyout offers 

Rothmans Inc., which has been competing with R.J. Reynolds Tobacco Holdings Inc. to acquire Santa Fe Natural Tobacco Co., said yesterday that it isn't considering increasing its offer to buy Santa Fe, the maker of American Spirit cigarettes.

However, Roth-mans has until the close of business Monday to make another offer for Santa Fe, a privately held company based in Santa Fe, N.M. Santa Fe also has a manufacturing plant and distribution center in Oxford.

Rothmans, which is based in Toronto, said that it "does not contemplate increasing the value" of its offer of $353.7 million in cash, stock and bonds for Santa Fe. Rothmans made its revised offer last week. . .

An RJR-Santa Fe deal is subject to conditions, including approval by Santa Fe shareholders and regulatory approvals, RJR said. If the deal goes through, RJR said, Santa Fe will operate as an independent subsidiary.

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Not the Way to Santa Fe 

Canadian tobacco company Rothmans Inc., caught in a bidding war with R.J. Reynolds Tobacco Holdings Inc. for a small New Mexican cigarette maker, said it doesn't plan to increase its offer for Santa Fe Natural Tobacco Co.

But Rothmans, which started the bidding for privately-held Santa Fe Natural in September, said it expects to receive an $11 million termination fee if R.J. Reynolds prevails. "At present, Rothmans does not contemplate increasing the value of its enhanced offer announced on Nov. 30," the cigarette maker said in a statement.

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Rothmans Won't Raise Santa Fe Offer 

Canadian tobacco company Rothmans Inc., caught in a bidding war with R.J. Reynolds Tobacco Holdings Inc. for a small New Mexican cigarette maker, said Tuesday it doesn't plan to increase its offer for Santa Fe Natural Tobacco Co.

But Rothmans, which started the bidding for privately-held Santa Fe Natural in September, said it expects to receive an $11 million termination fee if R.J. Reynolds prevails.

"At present, Rothmans does not contemplate increasing the value of its enhanced offer announced on Nov. 30," Rothmans said in a statement Tuesday.

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• Rothmans Won't Raise Santa Fe Offer 

Canadian tobacco company Rothmans Inc., caught in a bidding war with R.J. Reynolds Tobacco Holdings Inc. for a small New Mexican cigarette maker, said Tuesday it doesn't plan to increase its offer for Santa Fe Natural Tobacco Co.

But Rothmans, which started the bidding for privately-held Santa Fe Natural in September, said it expects to receive an $11 million termination fee if R.J. Reynolds prevails.

``At present, Rothmans does not contemplate increasing the value of its enhanced offer announced on Nov. 30,'' Rothmans said in a statement Tuesday.

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Rothmans bows out of Sante Fe bidding war 

Rothmans (TSE:ROC) said it won't up its offer for Sante Fe Natural Tobacco, clearing the way for American tobacco giant RJ Reynolds to acquire the company.

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Rothmans doesn't plan counterbid in battle for Santa Fe Natural Tobacco 

TORONTO (CP) - Rothmans Inc., caught in a bidding war with R.J. Reynolds Tobacco Holdings Inc., says it doesn't plan to increase its offer for Santa Fe Natural Tobacco Co. but expects to receive a termination fee of $11 million US if R.J. Reynolds prevails.

"At present, Rothmans does not contemplate increasing the value of its enhanced offer announced on Nov. 30," the Toronto-based company said in a release Tuesday.

But Rothmans said its original deal with Santa Fe requires the New Mexico-based company to pay a breakup fee of $11 million US - in two instalments of $3 million and $8 million - if it chooses another offer.

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RJR boosts Santa Fe bid, awaits Rothmans' move 

WINSTON-SALEM, N.C. -- The bidding for Santa Fe Natural Tobacco Co. heated up further yesterday with a sweetened $340-million (U.S.) all-cash bid from R.J. Reynolds Tobacco Holdings Inc.

The latest offer from the second-largest U.S. tobacco company -- improving on its previous bid of $320-million -- followed an increase in a cash-and-shares offer from Toronto-based Rothmans Inc.

Rothmans valued its proposal at $353.7-million, up from its opening bid of $275-million for the privately held tobacco company based in Santa Fe, N.M., which makes additive-free, organic cigarettes sold under the American Spirit brand in the United States.

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Rothmans Inc. Advised of Increased Offer by R.J. Reynolds to Acquire Santa Fe 

Rothmans Inc. announced today that it has been advised by Santa Fe Natural Tobacco Company, Inc. that Santa Fe has received an increased offer from R.J. Reynolds Tobacco Holdings, Inc. to acquire Santa Fe. for total consideration, in cash, of approximately US$337.5 million, up from RJR's earlier offer of approximately US$319 million.

As previously announced on November 30, 2001, Rothmans increased its offer to acquire Santa Fe to approximately US$353.7 million, comprised of US$162 million in cash, US$105 million of Santa Fe debentures and 4,241,312 common shares of Rothmans.

Santa Fe has advised Rothmans that the Board of Directors of Santa Fe proposes, on December 10, 2001, to withdraw its support for the Rothmans transaction and recommend the increased RJR transaction to its shareholders. Rothmans is currently evaluating the information provided by Santa Fe. At present Rothmans does not contemplate increasing the value of its enhanced offer announced on November 30, 2001.

In accordance with the Rothmans merger agreement, if Santa Fe recommends the increased RJR transaction, terminates the Rothmans merger agreement and completes the transaction with RJR, Santa Fe will be required to pay a termination fee of approximately US$11 million to Rothmans, consisting of US$3 million at the time of such termination and the balance upon consummation of the proposed RJR transaction.

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Santa Fe to recommend RJR takeover offer -Rothmans 

Canadian cigarette maker Rothmans Inc (Toronto:ROC.TO) said on Tuesday that takeover target Santa Fe Natural Tobacco Co. Inc. had decided to accept R.J.Reynolds Tobacco Holdings Inc's (NYSE:RJR) sweetened takeover offer, triggering a termination fee.

Santa Fe advised Rothmans that its board would recommend to shareholders a $337.5 million cash offer from RJR, rather than Rothmans' increased $353.7 million cash, debt, and equity offer, Rothmans said in a statement.

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Reynolds raises offer to acquire Santa Fe 

R.J. Reynolds Tobacco Holdings Inc. said yesterday that it has raised its offer to acquire Santa Fe to $340 million in cash from $320 million in cash.

RJR and Rothmans Inc. of Canada, have been competing to buy Santa Fe, the maker of American Spirit cigarettes, since Thanksgiving week.

Rothmans originally offered to acquire Santa Fe for $275 million in cash, stock and bonds in September. RJR then stepped in with a $320 million all-cash offer. Last Thursday, Rothmans responded with an offer of $353.7million in cash, stock and bonds.

Santa Fe's board told RJR yesterday that RJR's new offer of $340 million was superior to Rothmans' revised bid, said Maura Payne, a spokeswoman for RJR.

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R.J. Reynolds Ups Bid for Company 

The battle between the second-biggest cigarette maker in the United States and Canada's largest for a small New Mexico company grew a bit hotter Monday.

R.J. Reynolds Tobacco Holdings Inc. raised its offer for Santa Fe Natural Tobacco Co. from $320 million to $340 million in cash, said company spokeswoman Maura Payne.

"We bid what we thought was a fair price in cash. And after analyzing our offer, the board of Santa Fe has deemed our bid to be superior," Payne said.

Calls placed to Santa Fe Natural, which makes additive-free American Spirit cigarettes, were not immediately returned Monday.

The offer comes days after Rothmans Inc., a Toronto-based company, increased its initial bid of cash, stock and other securities from $275 million to $353.7 million.

Rothmans has five days to respond to R.J.'s latest offer.

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R.J. Reynolds Boosts Bid for Santa Fe Natural to $340 Million  

R.J. Reynolds Tobacco Holdings Inc., the second-biggest U.S. tobacco company, increased its offer to buy Santa Fe Natural Tobacco Company Inc. to $340 million in cash from $320 million, countering an offer from Rothmans Inc.

Rothmans has five days to make another offer

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Rothmans counters with new bid for Santa Fe 

Rothmans Inc. of Canada increased its offer yesterday to buy privately held Santa Fe Natural Tobacco Co. to $353.7million, topping a $320 million bid by R.J. Reynolds Tobacco Holdings Inc.

Santa Fe's board of directors was scheduled to meet yesterday, but it was unclear whether the meeting took place. A message left with Santa Fe asking for comment was not immediately returned.

Paul Jewer, the chief financial officer at Rothmans, said in an interview that he doesn't anticipate hearing anything from Santa Fe's board until next week regarding his company's new offer. . .

Analysts have said that generally, shareholders prefer to receive all cash in a buyout instead of a mix of cash and securities.

But Jewer of Rothmans said that the stock portion of his company's offer appealed to some Santa Fe shareholders who said they wanted equity.

Jewer said that there are 104 shareholders in Santa Fe. Robin Sommers, the chairman and chief executive of Santa Fe, and another executive own 50 percent of the company, Jewer said.

Despite the new Rothmans offer, some tobacco-industry analysts expect RJR ultimately to succeed in acquiring Santa Fe.

Martin Feldman, the tobacco analyst at Salomon Smith Barney in New York, in a report yesterday said that RJR will probably make a modestly higher offer and that Rothmans would be unlikely to increase its offer yet again. "We estimate that RJR should not need to offer cash of more than a total of about $340 million to secure ownership of (Santa Fe)," Feldman wrote.

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