Business as usual is the expected game plan as two Triad tobacco manufacturers completed today the largest corporate acquisition in industry and regional history.
The final purchase price comes in at $29.25 billion for Reynolds American Inc.’s megadeal for Lorillard Inc., whose run as an independent publicly traded company lasted seven years and one day, but whose history dates back to 1760.
The deal involves a third company: Imperial Tobacco Group Plc. To gain federal approval of the Lorillard acquisition, Reynolds is selling Imperial its Winston, Salem and Kool brands, and Lorillard is selling Imperial its Maverick and blue Cigs brands.
Neither Reynolds nor ITG Brands LLC planned a public celebration of their transactions. ITG Brands is the U.S. subsidiary of Imperial Tobacco.
Reynolds spokesman David Howard said the company “will hit the ground running” in terms of integrating the elements of Lorillard it has purchased – essentially Newport, the No. 2 traditional cigarette brand. Lorillard employees offered by jobs by Reynolds become Reynolds employees today.
ITG Brands spokesman Mark Smith said the company “will take time to celebrate success and recognize achievements.”
“But the immediate focus is on a lot of immediate work, especially over the weekend, to hit the ground running Monday.”
“As a result of this acquisition, Reynolds American has a significantly strengthened, balanced and diversified portfolio of iconic brands across all key categories – the most balanced in the industry,” said Susan Cameron, Reynolds' president and chief executive.
“The transaction supports RAI’s efforts to lead the transformation of the tobacco industry. The synergies, improved operational efficiencies and higher sales volumes generated by this combination will better position Reynolds' operating companies to fuel continued investment in brand building, research and development, and innovation for the long-term future of the company.”
Alison Cooper, Imperial's chief executive, reiterated her confidence that its portion of the deal "will transform our position in the U.S. and generate significant returns for our shareholders."
"We will focus on leveraging our enhanced scale and capabilities to maximize growth opportunities for our portfolio and establish ITG Brands as a major competitive player in the U.S. tobacco market."
Greensboro is exchanging one No. 3 tobacco manufacturer for another, albeit one that has much to prove in whether it can maintain and expand a 10.1 percent market status through four traditional cigarette brands coming off the Reynolds and Lorillard benches into prime roles.
The loss of Lorillard should not be like the departure of hundreds of Jefferson-Pilot Corp. headquarters jobs as a byproduct of the company’s $7.5 billion sale to Lincoln Financial Corp. in March 2006. Jefferson-Pilot had a workforce of about 1,000 in Greensboro when the deal closed.
ITG Brands said it would hire the bulk of Lorillard’s 2,900 workforce, including 1,700 in Greensboro, that Reynolds is not taking. ITG Brands’ pre-integration workforce consisted of a combined 400 Commonwealth-Altadis production staff in Reidsville and Danville, Va., administrative staff in Fort Lauderdale, Fla., along with 360 sales representatives in 19 states.
“As this purchase will strengthen Reynolds American, it will also strengthen the Triad by consolidating and stabilizing a workforce here,” said Stan Kelly, president and chief executive of the Piedmont Triad Partnership.
Greensboro has experienced the community fabric-breaking losses of several once-towering textile manufacturers, such as Burlington Industries, Cone Mills and Guilford Mills.
However, apparel marketer VF Corp and yarn manufacturer Unifi Inc. are thriving at the top of their retail and innovation games, stabilizing their Greensboro headquarters presences.
“It is unfortunate to see a strong, community-minded company like Lorillard leaving, but that has happened before in this region, and we have continued to build on our manufacturing advantages to move the economy forward,” Kelly said.
“We look forward to seeing how Imperial Tobacco Group can grow these brands and make an impact on our region as well.”
Reynolds paid $18.19 billion in cash and $7.56 billion in stock for each of Lorillard’s 360.33 million outstanding shares. Altogether, Lorillard shareholders now own 15 percent of Reynolds.
Reynolds’ stock commitment has risen from $6.3 billion when the deal was announced July 15, 2014.
However, a $5.53 decline in Reynolds’ share price since May 15 represented a $580 million purchase savings to Reynolds shareholders, and a likewise loss to Lorillard shareholders.
Two key portions of how Reynolds is paying for the deal:
• A $4.7 billion investment from British American Tobacco Ltd. so that BAT keeps a 42 percent ownership stake in Reynolds
• A $4.4 billion in after-tax proceeds coming from Imperial paying $7.1 billion to buy the four traditional cigarette brands and blu eCigs.
Reynolds is assuming $3.5 billion in Lorillard debt. Reynolds began Thursday private exchange offers for new senior notes tied to the Lorillard debt, while BAT performed its financial obligation Thursday for its portion of the deal.
Reynolds’ U.S. traditional cigarette market share climbs to 32.4 percent, compared with 24.6 percent pre-deal. It now owns the No. 2-3-4 U.S. brands in Newport, Camel and Pall Mall.
It will take up to 18 months to shift Newport production from ITG Brands’ plant in Greensboro to Reynolds’ 2-million-square-foot plant in Tobaccoville. It will take the same time to complete the shift of Kool, Salem and Winston production to Greensboro.
Murray Kessler, Lorillard’s chairman, president and chief executive, has said since the announcement was made on July 15 that the deal would be “an important milestone in our ability to deliver value to our shareholders, and benefits to our customers, consumers and employees.”
Not that Lorillard has underperformed for shareholders since spinning out of Loews Corp. on June 10, 2008.
For example, Lorillard’s opening share price as a spinoff was $72.04. The share price nearly doubled to a high of $141.06 in July 2012 before the board conducted a 3-for-1 stock split in January 2013.
The share price nearly doubled again post-split, particularly as investors reacted favorably to rumors – which began in March – and confirmation of Reynolds’ interest in buying Lorillard.
“I think the sensible Lorillard shareholder should sit back and adopt the long view, as their investment will be fashioned into a better shape to be a winner, as against just a survivor in an increasingly competitive global marketplace,” said Stephen Pope, managing partner of Spotlight Ideas in London.
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