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Altria Group, Inc. to Spin-off Kraft Foods Inc.


Distribution Effective on March 30, 2007

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
 -- The Board of Directors of 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 voted to authorize the spin-off of all shares of Kraft Foods Kraft Foods Inc. (NYSE: KFT) is the largest food and beverage company headquartered in North America and the second largest in the world after Nestlé SA.

The Philip Morris Company (now known as Altria Group), a company that produces tobacco products, acquired Kraft for
 Inc. (NYSE: KFT KFT Korlátolt Felelõsségû Társaság (Hungarian: limited liability corporation)
KFT Kraft Foods International (stock symbol)
KFT Kilo-Feet
KFT Kung Fu Tzu (Confucius) 
) owned by Altria to Altria's shareholders.

The distribution of the approximately 89% of Kraft's outstanding shares owned by Altria will be made on March 30, 2007, to Altria shareholders of record as of 5:00 p.m. Eastern Time on March 16, 2007 (the "record date").

Altria will distribute approximately 0.7 of a share of Kraft for every share of Altria common stock outstanding as of the record date, based on the number of Altria shares outstanding on that date. Altria shareholders will receive cash in lieu Cash In Lieu (CIL)

In a typical exchange offer, "old" shares of the target company are exchanged for "new shares".
 of fractional shares for amounts of less than one Kraft share. The exact distribution ratio will be determined on the record date.

"I am extremely pleased to announce the spin-off of Kraft today, a major step in our commitment, announced more than two years ago, to deliver superior shareholder value," said Louis C. Camilleri Louis C. Camilleri (b. 1955, Alexandria, Egypt) is the Chairman and CEO of Altria Group, the parent company of Philip Morris.

Camilleri received a degree in economics and business administration from HEC Lausanne, the prestigious business school of the University of Lausanne
, Altria Chairman and Chief Executive Officer. "I believe that an independent Kraft will enjoy enhanced flexibility to grow its business and be in a substantially stronger position to create enduring shareholder value."

Rationale for Spin-Off

The separation of Altria and Kraft will benefit both parties and will achieve the following benefits:

* Enhance Kraft's ability to make acquisitions, including by using Kraft stock as acquisition currency, to compete more effectively in the food industry;

* Allow management of Altria and Kraft to focus more effectively on their respective businesses and improve Kraft's ability to recruit and retain management and independent directors;

* Provide greater aggregate debt capacity to both Altria and Kraft; and

* Permit Altria and Kraft to target their respective shareholder bases more effectively and improve capital allocation within each company.

Altria has been advised that a "when issued" public market for Altria common stock will begin some time before the record date on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 (NYSE) and continue through the distribution date under the symbol "MO wi." "When issued" refers to buying Altria shares without the Kraft portion.

Any holder of Altria common stock who sells shares of Altria (which currently trades on the NYSE under the symbol "MO") in the "regular way" market on or before the distribution date may be selling the entitlement to receive shares of Kraft common stock in the spin-off. Holders of Altria common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Altria common stock on or before the distribution date.

Immediately following the distribution of Kraft shares, Altria intends to adjust its dividend so that Altria's shareholders who retain their Kraft shares will receive, in the aggregate, the same dividend amount that existed before the transaction. As in the past, all decisions regarding future dividend increases will be made independently by the Altria Board of Directors and the Kraft Board of Directors, for their respective companies.

Altria has received an opinion of counsel that the spin-off will be tax-free to Altria and its shareholders for U.S. federal income tax purposes, except in respect of cash received in lieu of fractional share interests. No governmental or IRS An abbreviation for the Internal Revenue Service, a federal agency charged with the responsibility of administering and enforcing internal revenue laws.  approval is required to complete the transaction.

Conversion of Class B Shares

Prior to the distribution, Altria will convert its Class B shares of Kraft common stock, which carry 10 votes per share, into Class A shares, which carry one vote per share. Following the distribution, only Class A common shares of Kraft will be outstanding. Altria will not own any shares of Kraft following the spin-off. Kraft is presently a publicly traded company publicly traded company

A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market.
, with shares listed under the symbol "KFT" on the NYSE.

Webcast

A conference call with members of the investment community and news media will be webcast today at 1:00 p.m. Eastern Time. Access is available at www.altria.com. An archived copy of the webcast will be available until 5:00 p.m. Eastern Time on April 2, 2007.

Altria.com Website

Additional information about the Kraft spin-off, including answers to frequently asked questions (FAQs) will be available in a special section of the Altria website beginning at about 12:00 noon Eastern Time today at www.altria.com/Kraftspinoff.

Information Statement

On or about March 20, 2007, Altria will mail an Information Statement to all shareholders of Altria common stock as of the record date. The Information Statement will include information regarding the procedures by which the distribution will be effected and other details of the transaction.

No action is required by Altria shareholders to receive their Kraft common stock, and Altria shareholders will not be required to surrender any Altria shares or pay anything, other than any taxes due on cash received in lieu of fractional share interests.

Registered holders of Altria common stock who are entitled to receive the distribution will receive an account statement reflecting their ownership of Kraft common stock. For additional information, registered shareholders in the U.S. or Canada should contact Altria's transfer agent, Computershare Trust Company by email at altria@computershare.com, or by phone at 1-866-538-5172. Outside the U.S. and Canada, please call 1-781-575-3572.

Holders of Altria common stock who hold their shares through a broker, bank or other nominee will have their brokerage account Brokerage Account

An arrangement between an investor and a licensed brokerage firm that allows the investor to deposit funds with the firm and place investment orders through the brokerage, which then carries out the transactions on the investor's behalf.
 credited with the Kraft common stock. For additional information, those holders should contact their broker or bank directly or call Altria's information agent, D.F. King & Co., at 1-800-290-6431.

Altria Group, Inc. Profile

As of December 31, 2006 Altria Group, Inc. owned approximately 89.0% of the outstanding common shares of Kraft Foods Inc. and 100% of the outstanding common shares 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., 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. and Philip Morris Capital Corporation. In addition, Altria Group, Inc. owned approximately 28.6% of SABMiller plc. The brand portfolio of Altria Group, Inc.'s consumer packaged goods Noun 1. packaged goods - groceries that are packaged for sale
foodstuff, grocery - (usually plural) consumer goods sold by a grocer

plural, plural form - the form of a word that is used to denote more than one
 companies includes such well-known names as Kraft, Jacobs, L&M, Marlboro, Maxwell House Maxwell House is a brand of coffee manufactured by a like-named division of Kraft Foods. It is named in honor of the Maxwell House Hotel in Nashville, Tennessee. For many years until the late 1980s it was the largest-selling coffee in the U.S. and is currently (ca. , Nabisco, Oreo, Oscar Mayer Oscar Mayer is an American meat and cold cut production company, now owned by Kraft Foods, known for its hot dogs, bologna, bacon and Lunchables products.

German immigrant Oscar Ferdinand Mayer
, Parliament, Philadelphia, Post and 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
. Altria Group, Inc. recorded 2006 net revenues of $101.4 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 and Cautionary Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The following important factors could cause actual results and outcomes to differ materially from those contained in such forward-looking statements.

Altria Group, Inc.'s consumer products subsidiaries are subject to changing prices for raw materials; intense price competition; changes in consumer preferences and demand for their products; fluctuations in levels of customer inventories; the effects of foreign economies and local economic and market conditions; unfavorable currency movements and changes to income tax laws. Their results are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to new consumer trends; to develop new products and markets and to broaden brand portfolios in order to compete effectively with lower-priced products; to improve productivity; and to respond effectively to changing prices for raw materials.

Altria Group, Inc.'s tobacco subsidiaries (Philip Morris USA and Philip Morris International) continue to be subject to litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, including risks associated with adverse jury and judicial determinations, and courts reaching conclusions at variance with the company's understanding of applicable law and bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds; legislation, including actual and potential excise tax Excise Tax

1. An indirect tax charged on the sale of a particular good.

2. A penalty tax applied to ineligible transactions in retirement accounts. This penalty is assessed by and paid to the IRS.

Notes:
1.
 increases; discriminatory excise tax structures; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on consumption rates and consumer preferences within price segments; health concerns relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the use of tobacco products and exposure to environmental tobacco smoke environmental tobacco smoke (ETS/passive smoke),
n the gaseous by-product of burning tobacco products, including but not limited to commercially manufactured cigarettes and cigars; contains toxic elements harmful to the health of adults and children
; governmental regulation; privately imposed smoking restrictions; and governmental and grand jury investigations.

Altria Group, Inc. and its subsidiaries are subject to other risks detailed from time to time in its publicly filed documents, including its Quarterly Report on Form 10-Q Form 10-Q

See 10-Q.
 for the period ended September 30, 2006. Altria Group, Inc. cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make.

Contacts for Additional Information:

-- If you own Altria shares through a broker or bank ("Street Name" shares) please contact your financial institution directly or call D.F. King & Co. at 1-800-290-6431.

-- If you own shares directly with Altria ("Registered" shares) please contact Computershare at 1-866-538-5172 in the U.S. or Canada. Outside the U.S. and Canada, please call 1-781-575-3572 or by email at altria@computershare.com.

-- If you would like to receive a hard copy of this news release or the Information Statement when it becomes available, please contact Altria's Shareholder Publications Center at 1-800-367-5415.

--Answers to frequently asked questions (FAQs) and other information are available at www.altria.com/Kraftspinoff.

Media Contacts:

-- Members of the news media seeking additional information should contact Altria media relations at 917-663-2144.

-- Altria's corporate B-roll is accessible to members of the news media at www.thenewsmarket.com/altria.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jan 31, 2007
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