Redemption Date for Carolina Group Stock Set for June 10th
NEW YORK--(BUSINESS WIRE)--May 9, 2008--Loews Corporation
(NYSE:LTR; CG) today announced that it has commenced an offer to its
stockholders for the exchange, on a tax-free basis, of shares of Loews
common stock for shares of common stock of Lorillard, Inc. held by
Loews. The offer will expire at 12:00 midnight, New York City time, on
June 9, 2008, unless extended.
Loews also announced that on June 10, 2008 it will distribute
108,478,429 shares, or approximately 62%, of Lorillard's outstanding
common stock in redemption of all of the outstanding shares of
Carolina Group stock in accordance with Loews's Restated Certificate
of Incorporation. Holders of Carolina Group stock will receive one
share of Lorillard common stock for each share of Carolina Group stock
Under the terms of the exchange offer, holders of Loews common
stock who accept the offer will receive 0.70 of a share of Lorillard
common stock in exchange for each share of Loews common stock tendered
and accepted, subject to proration. The exchange ratio of 0.70 of a
share of Lorillard common stock for each share of Loews common stock
represents a premium of 7.4% over the price of Loews common stock,
based on the closing prices of Loews common stock and Carolina Group
stock on the New York Stock Exchange on May 8, 2008. The actual
premium will differ depending on changes in market prices during the
exchange offer period. Loews will accept up to an aggregate of
approximately 93.5 million shares of Loews common stock in the
exchange offer, in exchange for which it will distribute up to
65,445,000 shares, or approximately 38%, of Lorillard common stock.
The terms and conditions of the exchange offer are more fully
described in the Prospectus - Offer to Exchange dated May 9, 2008 and
the Tender Offer Statement on Schedule TO being filed by Loews today
with the Securities and Exchange Commission.
Lorillard has received approval to list its common stock for
trading on the New York Stock Exchange under the symbol "LO." Loews
common stock and Carolina Group stock are currently listed for trading
on the New York Stock Exchange under the symbols "LTR" and "CG,"
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated will
act as co-dealer managers for the exchange offer.
Lorillard is currently a wholly owned subsidiary of Loews. Loews
currently has two classes of common stock outstanding: Carolina Group
stock, which is intended to reflect the economic performance of a
group of assets and liabilities called the Carolina Group, principally
consisting of Lorillard and its subsidiaries; and Loews common stock,
representing the economic performance of the remaining assets of
Loews, including the interest in the Carolina Group not represented by
outstanding Carolina Group stock.
As previously announced, the exchange offer is one of several
integrated transactions by which Loews is disposing of its entire
ownership interest in Lorillard and Lorillard will become a separate
public company. If the exchange offer is not fully subscribed, Loews
will distribute the remaining Lorillard shares held by Loews pro rata
as a dividend to holders of Loews common stock following completion of
the redemption and the exchange offer.
The consummation of the exchange offer is conditioned on the
earlier or concurrent consummation of the redemption, as well as
market conditions, the absence of any material changes or developments
and other conditions described in the Prospectus - Offer to Exchange.
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 or how to participate. 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.
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 noted herein to completion of the
exchange offer, and the completion of the redemption and, if
necessary, the contingent dividend. 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