Current Report Filing (8-k)
October 07 2015 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2015
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ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
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Virginia | | 1-08940 | | 13-3260245 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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6601 West Broad Street, Richmond, Virginia | | 23230 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (804) 274-2200
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Today, Altria Group, Inc. (“Altria”) issued a press release in connection with the possible offer by Anheuser-Busch InBev for SABMiller plc. The press release sets forth a statement of Altria with respect to this proposed transaction. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference in this Current Report on Form 8-K.
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Item 9.01. | Financial Statements and Exhibits. |
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| 99.1 | | Altria Group, Inc. press release, dated October 7, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ALTRIA GROUP, INC. |
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| By: | | /s/ W. HILDEBRANDT SURGNER, JR. |
| Name: | | W. Hildebrandt Surgner, Jr. |
| Title: | | Corporate Secretary and |
| | | Senior Assistant General Counsel |
DATE: October 7, 2015
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Altria Group, Inc. press release, dated October 7, 2015 |
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Altria Group’s Statement on Anheuser-Busch InBev’s £42.15 Per Share Proposal for SABMiller
RICHMOND, Va. (October 7, 2015) - Altria Group, Inc. (Altria) (NYSE: MO), SABMiller plc’s (SABMiller) largest shareholder, notes that Anheuser-Busch InBev (AB InBev) has announced today a proposal for a cash offer for SABMiller at £42.15 per ordinary share, with a partial share alternative, as described in AB InBev’s announcement.
Altria believes that a combination of these two companies would create significant value for all SABMiller shareholders. Altria supports a proposal of £42.15, or higher, with a partial share alternative, and, subject to finalization of terms, would be prepared to elect the partial share alternative. Altria urges SABMiller’s board to engage promptly and constructively with AB InBev to agree on the terms of a recommended offer.
Altria’s Profile
Altria currently owns approximately 27% percent of SABMiller’s ordinary shares and has been a SABMiller shareholder since 2002. Altria’s wholly-owned subsidiaries include Philip Morris USA Inc., U.S. Smokeless Tobacco Company LLC, John Middleton Co., Nu Mark LLC, Ste. Michelle Wine Estates Ltd. and Philip Morris Capital Corporation.
The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal®, MarkTen® and Green Smoke®. Ste. Michelle
produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, Columbia Crest®, 14 Hands® and Stag’s Leap Wine Cellars™, and it imports and markets Antinori®, Champagne Nicolas Feuillatte™, Torres® and Villa Maria Estate™ products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission. More information about Altria is available at altria.com and on the Altria Investor app.
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 Provisions of the Private Securities Litigation Reform Act of 1995. Important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this press release are described in Altria’s publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2014 and its quarterly report on Form 10-Q for the period ended June 30, 2015. In addition, AB InBev has not announced a firm intention to make an offer in accordance with the U.K. City Code on Takeovers and Mergers; accordingly, there can be no certainty either that an offer will be made or as to the terms on which any offer will be made. Altria does not undertake to update any forward-looking statements that it may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. This press release is non-binding and does not impose or give rise to any legally binding obligation on Altria Group, Inc. in relation to any offer.
Source: Altria Group, Inc.
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Altria Client Services | | Altria Client Services | |
Investor Relations | | Media Relations | |
804-484-8222 | | 804-484-8897 | |
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