Vector Group/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)
under the Securities Exchange Act of 1934
Subject Company: New Valley Corporation
Commission File No. 1-2493
October 20, 2005
FOR IMMEDIATE RELEASE
|
|
|
Contact: |
|
Paul Caminiti/Brandy Bergman/Carrie Bloom
Citigate Sard Verbinnen
212/687 8080 |
VECTOR GROUP COMMENCES OFFER TO ACQUIRE
OUTSTANDING STOCK OF NEW VALLEY CORPORATION
MIAMI, FL, October 20, 2005 Vector Group Ltd. (NYSE: VGR) today commenced its
previously announced exchange offer to acquire all of the outstanding shares of common stock of New
Valley Corporation (NASDAQ: NVAL) that it does not already own.
Vector Group through a subsidiary currently owns approximately 57.7 percent of New Valleys
common stock. The exchange offer is scheduled to expire at 5:00 p.m. New York City time on
Thursday, December 1, 2005, unless extended.
As previously announced, New Valley stockholders are being 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. 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.
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.
If New Valleys stockholders choose to tender their shares, Vector Group would issue
approximately 4.4 million shares to complete the transaction. Completion of the exchange offer is
subject to the satisfaction of conditions, including that Vector Group 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.
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 has filed 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
contain important information. 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 or from Georgeson
Shareholder Communications Inc., Vectors information agent, at (877) 388-2794 (toll free).
* * *
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.
# # #