Redemption of Carolina Group Stock Completed
NEW YORK--(BUSINESS WIRE)--June 10, 2008--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exchange and not withdrawn prior to the expiration of the exchange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
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."
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.
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.
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
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)
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.
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.
CONTACT: Loews Corporation
Peter W. Keegan, 212-521-2950
Chief Financial Officer
Darren Daugherty, 212-521-2788
Candace Leeds, 212-521-2416
SOURCE: Loews Corporation