Vector Group Ltd/New Valley Corporation
Filed by Vector Group Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b) and
Rule 14d-2(b) under the Securities Exchange Act of 1934
Subject Company: New Valley Corporation
Commission File No. 1-2493
October 12, 2005
FOR IMMEDIATE RELEASE
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Contact: |
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Paul Caminiti/Brandy Bergman/Carrie Bloom
Citigate Sard Verbinnen
212/687 8080 |
VECTOR GROUP PROVIDES UPDATE ON OFFER TO ACQUIRE
OUTSTANDING STOCK OF NEW VALLEY CORPORATION
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MIAMI, FL, October 12, 2005 Vector Group Ltd. (NYSE: VGR) today announced that, at
the request of the special committee of the New Valley Corporation (NASDAQ: NVAL) Board of
Directors, it will postpone the commencement of its exchange offer to acquire all of the
outstanding shares of common stock of New Valley that it does not already own. Vector Group now
expects to file offering materials with the Securities and Exchange Commission on or about October
19, 2005, and to commence its exchange offer shortly thereafter.
As previously announced, New Valley stockholders will be offered 0.461 shares of Vector Group
common stock, in an exchange designed to be tax-free, for each outstanding share of New Valley
common stock they own. Vector Group would issue approximately 4.4 million shares to complete the
transaction.
Vector Group through a subsidiary currently owns approximately 57.7 percent of New Valleys
common stock. Based on the $19.54 closing price of Vector Groups shares on September 26, 2005,
the offer represents a value of approximately $9.00 per share of New Valley common stock and a 21
percent premium to the closing price of New Valley common stock on that date. Vector Groups
offer will be subject to the condition that it holds at least 90 percent of the outstanding shares
of New Valley common stock at the completion of the exchange offer and other customary conditions.
Following successful completion of the exchange offer, Vector Group will effect a short-form
merger with New Valley in which New Valley shares held by the remaining public stockholders will
be converted into the same consideration paid in the exchange offer, except for those stockholders
who exercise appraisal rights.
About Vector Group Ltd.
Vector Group is a holding company that indirectly owns Liggett Group Inc., Vector Tobacco
Inc. and a controlling interest in New Valley Corporation. Additional information concerning
the company is available on the companys website, www.VectorGroupLtd.com.
Additional Information and Where to Find It
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities.
In connection with the proposed transaction, Vector expects to file an exchange offer
prospectus (the Prospectus) and related materials and a proxy statement on Schedule 14A (the
Proxy Statement) and related materials with the Securities and Exchange Commission (SEC).
These materials will contain important information. The Proxy Statement will contain
information identifying the participants as well as a description of the participants direct or
indirect interests, by security holdings or otherwise. Investors and security holders are
advised to carefully review the Prospectus and Proxy Statement and related materials when they
become available.
Investors and security holders may obtain a free copy of the Prospectus, Proxy Statement
and other documents filed by Vector with the SEC at the SECs web site, www.sec.gov. Copies of
the Prospectus, the Proxy Statement and Vectors related filings made with the SEC may also be
obtained from Vectors Investor Relations Department at 305-579-8000.
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This news release contains certain forward-looking statements about future business transactions
involving Vector and New Valley. These statements are not guarantees of future performance and
involve certain risks and uncertainties that are difficult to predict. The statements are based
upon Vectors current expectations and beliefs and are subject to a number of known and unknown
risks and uncertainties that could cause actual results to differ materially from those
described in the forward looking statements. Actual results could differ materially from what
is expressed or forecasted in this news release. Those risk factors are discussed in the Vector
and New Valley Annual Reports on Form 10-K and subsequent reports that have been filed by the
companies with the SEC.