Altria Group, Inc. (Altria) Announces Receipt of Requisite Consents for US Dollar Notes and Amendments to Tender Offers and Consent Solicitations.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Regulatory News: Altria Group “Philip Morris” redirects here. For the racecar driver, see Philip Morris (autoracer). Altria Group, Inc. (NYSE: MO) (previously named Philip Morris Companies Inc. , Inc. (NYSE NYSE See: New York Stock Exchange : MO) today announced the results achieved to date for the previously announced cash tender offers and consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with by Altria and its subsidiary, Altria Finance (Cayman Islands Cayman Islands (kā`mən), British dependency (2005 est. pop. 44,300), 100 sq mi (259 sq km), comprising three islands in the West Indies. ) Ltd. ("Altria Finance"), for any and all of Altria's outstanding notes and debentures denominated in USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. ("USD Notes") and Altria Finance's bearer bonds Bearer bond Bonds that are not registered on the books of the issuer. Such bonds are held in physical form by the owner, who receives interest payments by physically detaching coupons from the bond certificate and delivering them to the paying agent. denominated in EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. ("EUR Bonds"), in each case listed in the tables below (collectively, "Notes"). To date, Altria has received the requisite consents to enter into supplemental indentures to amend the indentures governing the USD Notes. Altria also announced that, in order to continue to provide all holders with the opportunity to receive the maximum amounts payable pursuant to the tender offers and consent solicitations, Altria and Altria Finance are amending the terms of their respective tender offers and consent solicitations to make the applicable consent payment available to all holders who (1) validly tender their Notes pursuant to the tender offers, and thereby deliver related consents pursuant to the consent solicitations, or (2) validly deliver consents without tendering the related Notes pursuant to the consent solicitations prior to the expiration of the tender offers and consent solicitations at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Friday, February 29, 2008, in the case of the tender offers and consent solicitations for the USD Notes, and 5:00 p.m., Frankfurt time, on Friday, February 29, 2008, in the case of the tender offer and consent solicitation for the EUR Bonds, unless extended or earlier terminated (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). Results To Date of Tender Offers and Consent Solicitations USD Notes Adoption of amendments to the indentures under which the USD Notes were issued to clarify the application of certain provisions of such indentures to Altria's planned spin-off of Philip Morris International Philip Morris International, (PMI) based in Lausanne, Switzerland, held a 15.5% share of the international cigarette market in 2005. Its brands, led by Marlboro and L&M, are sold in over 160 countries around the world. Inc. requires the receipt of consents from the holders of at least a majority in outstanding aggregate principal amount of each series of USD Notes issued under the applicable indenture. As of 5:00 p.m., New York City time, on Wednesday, February 13, 2008 ("USD Consent Payment Deadline"), Altria had received tenders of USD Notes and consents in the following amounts: [TABLE OMITTED] As a result, Altria has received the requisite consents to enter into supplemental indentures to amend the indentures governing the USD Notes, and Altria and the trustee have executed and delivered such supplemental indentures. The amendments set forth in the supplemental indentures, which became effective immediately upon the execution by Altria and the trustee of such supplemental indentures, will not become operative with respect to a series of USD Notes unless and until Altria accepts for payment USD Notes of such series validly tendered (and not validly withdrawn) pursuant to the applicable tender offer and the consents with respect to USD Notes of such series validly delivered (and not validly revoked) pursuant to the applicable consent solicitation. EUR Bonds Adoption of amendments to Altria's guarantee of the EUR Bonds to clarify the application of certain provisions thereof to the spin-off requires the receipt of consents from the holders of at least a majority in outstanding aggregate principal amount of the EUR Bonds. As of 5:00 p.m., Frankfurt time, on Wednesday, February 13, 2008 ("EUR Consent Payment Deadline"), Altria Finance had received tenders of EUR Bonds and consents in the following amounts: [TABLE OMITTED] Amendments to Tender Offers and Consent Solicitations Altria and Altria Finance are amending the terms of their respective tender offers and consent solicitations to provide that holders who (1) validly tender their Notes pursuant to the tender offers, and thereby deliver related consents pursuant to the consent solicitations, or (2) validly deliver consents without tendering the related Notes pursuant to the consent solicitations prior to the applicable Expiration Date will receive the applicable consent payment for Notes validly tendered pursuant to the tender offers or for consents validly delivered without tendering the related Notes pursuant to the consent solicitations. Accordingly, all holders who validly tender Notes pursuant to the tender offers prior to the applicable Expiration Date will be eligible to receive the applicable total consideration. Rights to withdraw Notes tendered pursuant to the tender offers or revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse. revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed. consents delivered pursuant to the consent solicitations have terminated. Neither Altria nor Altria Finance is amending or modifying any other terms or conditions of its respective tender offers and consent solicitations. Altria's tender offers and consent solicitations are being made pursuant to the terms and conditions set forth in Altria's Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008, and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent, as amended hereby and by Altria's press release, dated February 8, 2008. Altria Finance's tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in Altria Finance's Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008, as amended hereby. Please refer to the tender offer and consent solicitation documents for the complete terms of the tender offers and consent solicitations. Each of the tender offers and consent solicitations is subject to the satisfaction or waiver of certain conditions, as specified in the tender offer and consent solicitation documents. Information Relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Tender Offers and Consent Solicitations Goldman, Sachs & Co. and Citi are the Dealer Managers for the USD Notes tender offers and Solicitation Agents for the USD Notes consent solicitations. Investors with questions regarding the USD Notes may contact Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182 (toll-free) and Citi at (800) 558-3745 (toll-free). Global Bondholder Services Corporation is the Information Agent and Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. and can be contacted at the following numbers: banks and brokers (212) 430-3774 (collect), all others (866) 470-3700 (toll-free). Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street. International and Deutsche Bank Deutsche Bank AG (IPA: /'dɔɪ.tʃə/[1]) (ISIN: DE0005140008, NYSE: DB) (English: German Bank AG, London Branch are the Dealer Managers for the EUR Bonds tender offer and Solicitation Agents for the EUR Bonds consent solicitation. Investors with questions regarding the EUR Bonds may contact Goldman Sachs International at +44 (0) 20 7774 4686 and Deutsche Bank AG, London Branch at +44 (0) 20 7545 8011. Deutsche Bank AG, London Branch is the Tender Agent and can be contacted at +44 (0) 20 7547 5000. This press release is neither an offer to sell nor a solicitation of offers to buy any of these securities. The tender offers and consent solicitations are being made only pursuant to the offer documents, including the applicable Offer to Purchase and Consent Solicitation Statement distributed by Altria or Altria Finance, as the case may be. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Altria, Altria Finance, the Dealer Managers, the Solicitation Agents, the Depositary, the Information Agent, Tender Agent, the Fiscal Agent or the Trustee makes any recommendation in connection with the tender offers or the consent solicitations. Please refer to the offer documents for a description of offer terms, conditions, disclaimers, and risk factors. The distribution of the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation in certain jurisdictions may be restricted by law. Persons into whose possession Altria Finance's Offer to Purchase and Consent Solicitation Statement comes are required by Altria Finance and the Dealer Managers to inform themselves about and to observe any such restrictions. United Kingdom The communication of the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation is not being made and the document has not been approved by an authorized person authorized person Lab medicine A person–eg a physician, who orders tests and receives test results on persons for whom payment is sought under Medicare. See CLIA 88. for the purpose of Section 21 of the Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. and Markets Act 2000 ("FSMA FSMA Financial Services and Markets Act 2000 (UK) FSMA Financial Services Management (course) FSMA Families of Spinal Muscular Atrophy FSMA Financial Services Modernization Act of 1999 "). Accordingly, the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation is not being distributed to, and must not be passed on to, the public in the United Kingdom. The communication of the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation or any other document issued in connection with Altria Finance's tender offer and consent solicitation is directed only at those persons in the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the FSMA (Financial Promotion) Order 2001 (the "Order") or persons who are within Article 49 (2)(a) to (d) of the Order or any person to whom it may otherwise lawfully be made (all such persons together being referred to as "relevant persons"). The Offer to Purchase and Consent Solicitation Statement (or any other document issued in connection with Altria Finance's tender offer and consent solicitation) must not be acted upon or relied upon by persons who are not relevant persons. All applicable provisions of the FSMA must be complied with in respect of anything done in relation to the EUR Bonds in, from or otherwise involving the United Kingdom. Belgium In Belgium, Altria Finance's tender offer and consent solicitation will not, directly or indirectly, be made to, or for the account of, any person other than to qualifying institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. referred to in article 3, 2o of the Belgian royal decree of 7 July 1999 on the Public Nature of Financial Transactions, each acting on their own account. This press release and the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation have not been and will not be submitted to nor approved by the Belgian Banking Belgian Bank (Chinese: 華比銀行) is a wholly owned subsidiary of ICBC (Asia). "Belgian Bank" was also the trading name of its founding predecessor, the Generale Belgian Bank. It is a licensed bank incorporated in Hong Kong. , Finance and Insurance Commission (Commission Bancaire, Financi[c]re et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and accordingly may not be used in connection with any offer in Belgium, except as may otherwise be permitted by law. France Altria Finance's tender offer and consent solicitation are not being made, directly or indirectly, to the public in the Republic of France. The Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation or any other offering material relating thereto may not be distributed to the public in the Republic of France and only qualified investors (investisseurs qualifies), as defined in and in accordance with Articles L.411-1 and L.411-2 of the French Code monetaire et financier and Decree No. 98-880 dated 1 October 1998 are eligible to accept Altria Finance's tender offer and consent solicitation. Neither this press release nor the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation has been submitted for clearance to the Autorite des Marches Financiers. Italy Altria Finance's tender offer and consent solicitation are not being made in the Republic of Italy. The tender offer and consent solicitation, this press release and the Offer to Purchase and Consent Solicitation Statement for Altria Finance's tender offer and consent solicitation have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB CONSOB Commissione Nazionale per le Società e la Borsa (Italy) ) or the Bank of Italy Bank of Italy may refer to either :
Altria Group, Inc. Profile As of December 31, 2007, Altria owned 100% of Philip Morris International Inc., Philip Morris USA Philip Morris USA is the United States tobacco division of Altria Group, Inc. General information On January 27, 2003, Philip Morris Companies Inc. changed its name to Altria Group, Inc. Even under this new name, Altria continues to own 100% of Philip Morris USA. Inc., John Middleton John Middleton may refer to:
A business that engages in transactions with outsiders. includes such well-known names as Marlboro, L&M, Parliament, Virginia Slims Virginia Slims cigarette trademark marketed to “independent women.” “You’ve come a long way, baby,” as slogan. [Trademarks: Crowley Trade, 630] See : Feminism and Black & Mild. Altria recorded 2007 net revenues from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the of $73.8 billion. Trademarks and service marks mentioned in this release are the registered property of, or licensed by, the subsidiaries of Altria Group, Inc. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements that involve a number of risks and uncertainties. Please refer to Altria Group, Inc.'s Form 10-Q Form 10-Q See 10-Q. for the period ended September 30, 2007 for a discussion of the risks and uncertainties to which Altria is subject. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion