UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015
REYNOLDS AMERICAN INC.
(Exact Name of Registrant as Specified in Charter)
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| North Carolina |
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1-32258 |
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20-0546644 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
401 North Main Street
Winston-Salem, North Carolina 27101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code 336-741-2000
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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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)) |
Reynolds American Inc. Does Not Endorse Mini-Tender Offer
Reynolds American Inc. (“RAI”) has received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC
Capital”) to purchase up to 2 million shares of RAI’s common stock at a price of $43.95 per share in cash. The offering price is approximately 4.41 percent below the closing price per share of RAI’s common stock on
November 3, 2015, the last trading day before the offer was commenced.
RAI wishes to inform its shareholders that it does not endorse TRC
Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday,
December 4, 2015, in accordance with TRC Capital’s offering documents. RAI is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
A copy of RAI’s press release containing additional information regarding TRC Capital’s unsolicited mini-tender offer is attached to this Current
Report on Form 8-K as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
The following is furnished as an Exhibit to this Current Report on Form 8-K.
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Exhibit |
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| 99.1 |
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Press Release of Reynolds American Inc., dated November 5, 2015 |
SIGNATURE
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 thereunto duly authorized.
Date: November 5, 2015
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| REYNOLDS AMERICAN INC. |
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| By: |
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/s/ McDara P. Folan, III |
| Name: |
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McDara P. Folan, III |
| Title: |
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Senior Vice President, Deputy General Counsel and Secretary |
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release of Reynolds American Inc., dated November 5, 2015. |
Exhibit 99.1
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Reynolds American Inc.
P.O. Box 2990
Winston-Salem, NC 27102-2990 |
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| Contact: |
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Media: |
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Jane Seccombe (336) 741-5068 |
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Investor Relations: |
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Morris Moore (336) 741-3116 |
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RAI 2015-30 |
RAI recommends shareholders reject ‘mini-tender’ offer
by TRC Capital Corporation
WINSTON-SALEM, N.C. – Nov. 5, 2015 – Reynolds American Inc. (NYSE-RAI) has received notice of an unsolicited “mini-tender” offer by
TRC Capital Corporation (TRC Capital) to purchase up to 2 million shares of RAI’s common stock at a price of $43.95 per share in cash. The offering price is approximately 4.41 percent below the closing price per share of RAI’s common
stock on Nov. 3, 2015, the last trading day before the offer was commenced. The offer is for approximately 0.14 percent of the outstanding shares of RAI’s common stock.
RAI does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. RAI is not associated with
TRC Capital, its mini-tender offer or the mini-tender offer documentation.
TRC Capital has made many similar unsolicited mini-tender offers for shares of
other public companies. Mini-tender offers seek less than 5 percent of a company’s outstanding shares, and thus are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other
tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has
cautioned investors about mini-tender offers, noting that “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market
price.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders
should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. RAI recommends that shareholders who have not responded to TRC
Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, Dec. 4, 2015, in accordance with TRC Capital’s offering documents.
RAI encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer
dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
RAI requests that a copy of this news release be
included with all distributions of materials relating to TRC Capital’s mini-tender offer related to RAI shares of common stock.
Web Disclosure
RAI’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news about RAI and its operating companies. We use the website as
our primary means of distributing quarterly earnings and other company news. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted.
ABOUT US
Reynolds American Inc. (NYSE:
RAI) is the parent company of R.J. Reynolds Tobacco Company; Santa Fe Natural Tobacco Company, Inc.; American Snuff Company, LLC; Niconovum USA, Inc.; Niconovum AB; and R.J. Reynolds Vapor Company.
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R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. R.J. Reynolds’ brands include three of the best-selling cigarettes in the U.S.: Newport, Camel and Pall Mall. These brands, and its other
brands, are manufactured in a variety of styles and marketed in the U.S. |
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Santa Fe Natural Tobacco Company, Inc. manufactures and markets Natural American Spirit 100% additive-free natural tobacco products, including styles made with organic tobacco. |
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American Snuff Company, LLC is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Grizzly and Kodiak. |
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Niconovum USA, Inc. and Niconovum AB market innovative nicotine replacement therapy products in the U.S. and Sweden, respectively, under the ZONNIC brand name. |
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R.J. Reynolds Vapor Company manufactures and markets VUSE e-cigarettes, a highly differentiated vapor product. |
Copies of RAI’s news releases, annual reports, SEC filings and other financial materials, including risk factors containing
forward-looking information, are available at www.reynoldsamerican.com. To learn how RAI and its operating companies are transforming the tobacco industry, go to the RAI website, Transforming Tobacco.
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