Loews Corporation Announces Preliminary Results of Lorillard Exchange Offer and Preliminary Proration Factor
June 10 2008 - 6:30AM
Business Wire
Loews Corporation (NYSE:LTR) today announced the preliminary
results of the offer to its stockholders to exchange shares of
Loews common stock for shares of Lorillard, Inc. common stock
(NYSE: LO) held by Loews. The exchange offer expired at 12:00
midnight, New York City time, on June 9, 2008. According to the
exchange agent, Mellon Investor Services LLC, a total of
173,449,763 shares of Loews common stock were tendered for exchange
and not withdrawn prior to the expiration of the exchange offer,
including 76,032,420 shares tendered by guaranteed delivery
procedures. Loews will accept 93,492,857 shares of Loews common
stock in exchange for 65,445,000 shares of Lorillard common stock,
reflecting an exchange ratio of 0.70. Because more than 93,492,857
shares of Loews common stock have been tendered, the exchange offer
is oversubscribed and Loews will only be able to accept a portion
of the shares of Loews common stock that were validly tendered, on
a pro rata basis in proportion to the number of shares tendered.
Stockholders who owned less than 100 shares of Loews common stock,
or an �odd-lot,� who have validly tendered all of their shares will
not be subject to proration if they so elected in accordance with
the terms of the exchange offer. Based on the total number of
shares of Loews common stock reported to be tendered prior to the
expiration of the exchange offer, it is estimated that
approximately 53.5% of the tendered Loews common stock will be
accepted for exchange (assuming all shares tendered by guaranteed
delivery procedures are delivered under the terms of the exchange
offer). This preliminary proration factor is subject to change
based on, among other things, the number of tendered shares which
satisfy the guaranteed delivery procedures. Stockholders who
tendered their shares by delivering a notice of guaranteed delivery
on or before June 9, 2008 prior to the expiration of the exchange
offer must deliver the related shares and required documents to the
exchange agent by no later than 4:00 p.m., New York City time, on
Thursday, June 12, 2008. Loews expects to announce the final
proration factor and its acceptance of validly tendered shares of
Loews common stock promptly following the expiration of the
guaranteed delivery period and confirmation that the conditions to
the offering have been satisfied or waived. Shares of Loews common
stock tendered but not accepted for exchange will be credited to
the tendering holder�s account in book-entry form promptly after
the final proration factor is announced. Shares of Lorillard common
stock to be distributed pursuant to the terms of the exchange offer
will be credited in book-entry form to accounts of the tendering
holders by the exchange agent promptly after the final proration
factor is announced. Under the terms of the exchange offer, no
fractional shares of Lorillard common stock will be distributed.
Instead, fractional shares will be aggregated and sold, and the net
cash proceeds of such sale will be distributed promptly to
tendering stockholders in accordance with their fractional
interests in the shares sold. Loews offered to exchange 0.70 of a
share of Lorillard common stock for each share of Loews common
stock validly tendered and not properly withdrawn, up to an
aggregate of 93,492,857 shares of Loews common stock. Because the
exchange offer was oversubscribed, all shares of Lorillard common
stock owned by Loews will be exchanged in the exchange offer and no
Lorillard shares will be distributed as a pro rata dividend to
Loews stockholders. Lehman Brothers Inc. and Morgan Stanley &
Co. Incorporated are serving as co-dealer managers for the exchange
offer. Redemption of Carolina Group Stock Loews also announced
that, as of 9:00 a.m. today, it is redeeming all 108,478,429
outstanding shares of its Carolina Group stock in exchange for
108,478,429 shares of Lorillard common stock, or approximately 62%
of Lorillard�s outstanding common stock. Holders of Carolina Group
stock received one share of Lorillard common stock for each share
of Carolina Group stock they owned. Shares of Lorillard common
stock will begin trading today on the New York Stock Exchange under
the symbol �LO.� About Loews Loews Corporation, a holding company,
is one of the largest diversified corporations in the United
States. Its principal subsidiaries are CNA Financial Corporation
(NYSE: CNA); Diamond Offshore Drilling, Inc. (NYSE: DO); HighMount
Exploration & Production LLC; Boardwalk Pipeline Partners, LP
(NYSE: BWP); and Loews Hotels. About Lorillard Lorillard, Inc. is
engaged, through its subsidiaries, in the production and sale of
cigarettes. The principal cigarette brand names of Lorillard are
Newport, Kent, True, Maverick and Old Gold. Lorillard's largest
selling brand is Newport, the second largest selling cigarette
brand in the United States and the largest selling brand in the
menthol segment of the U.S. cigarette market. Additional
Information Stockholders of Loews are advised to read Loews�s
Tender Offer Statement on Schedule TO, Lorillard�s Registration
Statement on Form S-4 and the Prospectus � Offer to Exchange
included as part of the Registration Statement, as well as any
other documents relating to the exchange offer that are filed with
the SEC when they become available because they contain important
information. Stockholders of Loews may obtain copies of these
documents for free at the SEC's website at www.sec.gov. This
announcement is for informational purposes only and is neither an
offer to buy any securities or a recommendation as to whether you
should participate in the exchange offer. The offer is made solely
by the Prospectus � Offer to Exchange and related letter of
transmittal. Loews has retained Innisfree M&A Incorporated as
the Information Agent for the exchange offer. Stockholders may
contact the Information Agent at (877) 717-3925 (toll-free in the
United States or Canada) or at (412) 232-3651 (elsewhere) to obtain
copies of the Prospectus � Offer to Exchange and related
documentation or to ask questions about the terms of the exchange
offer. Banks and brokers having questions about the exchange offer
should call the Information Agent at (212) 750-5833. Loews has
retained Mellon Investor Services LLC as the Redemption Agent for
the redemption of Carolina Group stock. Stockholders may contact
the Redemption Agent at (877) 277-8027 in the U.S., Canada or
Puerto Rico or (201) 680-6579 (collect) outside the U.S. to obtain
copies of the Information Statement � Prospectus and related
documentation or to ask questions about the Redemption.
Forward-Looking Statements This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are
inherently subject to a variety of risks and uncertainties that
could cause actual events to differ materially from those
described. Important factors that could cause actual events to
differ from those described include, but are not limited to,
satisfaction of the conditions to completion of the exchange offer.
Therefore, no assurance can be given that the transactions
described herein will be consummated on the currently proposed
terms or otherwise. Loews expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in expectations
with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.
Loews (NYSE:LTR)
Historical Stock Chart
From May 2024 to Jun 2024
Loews (NYSE:LTR)
Historical Stock Chart
From Jun 2023 to Jun 2024