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-6(j)
under the Securities Exchange Act of 1934
Subject Company: New Valley Corporation
Commission File No. 1-2493
December 7, 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 DECLARES QUARTERLY CASH DIVIDEND;
URGES NEW VALLEY STOCKHOLDERS TO TENDER INTO EXCHANGE OFFER
BEFORE FRIDAY DEADLINE IN ORDER TO RECEIVE DIVIDEND
MIAMI, FL, December 7, 2005 Vector Group Ltd. (NYSE: VGR) today announced that it has
declared a regular quarterly cash dividend on its common stock of $0.40 per share. The dividend is
payable on December 29, 2005 to holders of record as of December 20, 2005.
Vector Group is urging stockholders of New Valley Corporation (NASDAQ: NVAL) to tender into
Vector Groups exchange offer to acquire all of the outstanding common shares of New Valley that
Vector Group does not already own by this weeks Friday deadline in order for New Valley
stockholders to receive this Vector Group dividend on the Vector Group shares they will receive in
the exchange offer. The offer is scheduled to expire at 5:00 p.m., New York City time on Friday,
December 9, 2005, unless extended.
Under the exchange offer, New Valley stockholders are being offered 0.54 shares of Vector
Group common stock for each outstanding common share of New Valley they own. As previously
disclosed, completion of the exchange offer is subject to the satisfaction of conditions, including
that Vector Group holds at least 90 percent of the outstanding common shares of New Valley 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
A prospectus, which is part of the Vector Registration Statement on Form S-4, and related exchange
offer materials, including a letter of transmittal, has been mailed to stockholders of New Valley.
In addition, Vector has filed such prospectus and related materials and a proxy statement on
Schedule 14A and related materials with the Securities and Exchange Commission
(SEC). Investors and security holders are advised to carefully read these documents and the
amended Registration Statement and Schedule TO when they become available. These materials contain
important information about the transaction and should be read in connection with making a decision
with respect to the exchange offer.
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 such
prospectus, 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).
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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.
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