Loews Corporation Announces Final Proration Factor for Lorillard Exchange Offer
June 13 2008 - 7:30AM
Business Wire
Loews Corporation (NYSE: LTR) today announced the final results of
its offer to exchange shares of Lorillard, Inc. common stock (NYSE:
LO) held by Loews for outstanding shares of Loews common stock. The
exchange offer, which was oversubscribed, expired at 12:00
midnight, New York City time, on June 9, 2008. The exchange agent,
Mellon Investor Services LLC, reported a final count of 171,506,287
shares of Loews common stock tendered for exchange, including
1,461,940 shares tendered by odd-lot holders electing not to be
subject to proration. Under the terms of the offer, Loews accepted
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
were tendered in the exchange offer, the exchange offer was
oversubscribed. Loews accepted all shares tendered by odd-lot
shareholders electing not to be subject to proration. Additionally,
Loews accepted on a pro rata basis a portion of all other tendered
shares of Loews common stock based on a final proration factor of
54.1%. Shares of Loews common stock tendered but not accepted for
exchange will be credited to the tendering holder�s account in
book-entry form. 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. 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. 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. Additional Information
Stockholders of Loews are advised to read Loews�s Tender Offer
Statement on Schedule TO, as amended, 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. 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. 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.
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