Tobacco.org

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.

Jump to full article »