Summary
This 8-K filing by Altria Group, Inc. (MO) primarily serves as a notification and update regarding the previously announced Agreement and Plan of Merger with UST Inc. The company confirms the details of the merger, where UST Inc. will merge with Altria's subsidiary, Armchair Merger Sub, Inc., with UST surviving as a wholly-owned subsidiary of Altria. This filing is significant as it includes crucial financial information related to UST Inc. to support the proposed transaction, which is subject to UST shareholder approval and other customary closing conditions.
Key Highlights
- 1Altria Group is proceeding with its previously announced merger with UST Inc., as detailed in the Agreement and Plan of Merger dated September 7, 2008, and amended on October 2, 2008.
- 2The transaction involves Armchair Merger Sub, Inc. merging with and into UST Inc., with UST Inc. continuing as a wholly-owned subsidiary of Altria.
- 3The filing includes UST Inc.'s audited historical financial statements for the years ended December 31, 2007, 2006, and 2005, and unaudited condensed financial statements as of and for the nine months ended September 30, 2008.
- 4Altria is also providing unaudited pro forma combined financial statements that reflect the impact of the proposed merger and related transactions on its financial position and earnings.
- 5The merger is contingent upon approval from UST shareholders and the satisfaction of other standard closing conditions.
- 6Investors are strongly encouraged to review UST's definitive proxy statement and all SEC filings for comprehensive information regarding the proposed transaction.
Frequently Asked Questions
The primary purpose of this 8-K filing is to provide updated information and financial statements related to Altria Group's proposed merger with UST Inc. It confirms the merger terms and makes available important financial data about UST for investor review.
The filing includes UST Inc.'s audited consolidated financial statements for the years 2005, 2006, and 2007, as well as unaudited condensed consolidated financial statements for the periods ending September 30, 2008, and comparative periods. Altria's pro forma combined financial statements reflecting the merger are also provided.
The merger is subject to the approval of UST Inc.'s shareholders and the fulfillment of other customary closing conditions.
Investors and shareholders are urged to read UST's definitive proxy statement and all other relevant documents filed with the SEC. These can be accessed free of charge on the SEC's website (www.sec.gov) or obtained directly from UST Inc. or through UST's website (www.ustinc.com).