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Proposed acquisition of Reynolds - BAT obtains antitrust approval in Japan
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
Proposed acquisition of Reynolds - BAT obtains antitrust approval in Japan
British American Tobacco p.l.c. has obtained unconditional antitrust approval from the Japanese
authorities in relation to its proposed acquisition of Reynolds American Inc.
Together with the previously announced expiry of the HSR Act waiting period, the conditions related
to antitrust approvals required as part of the closing conditions to the proposed acquisition have now
been satisfied. Both parties continue to expect the transaction to close during the third quarter of
2017, subject to satisfaction or waiver of the other closing conditions specified in the merger
agreement.
Nicola Snook
Company Secretary
British American Tobacco p.l.c.
5 April 2017
Enquiries:
Investor Relations
Mike Nightingale/Rachael Brierley/Sabina Marshman
+44 20 7845 1180/1519/1781
British American Tobacco Press Office
Anna Vickerstaff
+44 20 7845 2888
Forward looking statements
Certain statements in this communication regarding the proposed merger of Reynolds and BAT (the “Proposed
Transaction”), the expected timetable for completing the Proposed Transaction, the benefits and synergies of the
Proposed Transaction, future opportunities for the combined company and any other statements regarding BAT’s,
Reynolds’s or the combined company’s future expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are “forward-looking” statements made
within the meaning of Section 21E of the United States Securities Exchange Act of 1934. These statements are
often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,”
“would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,”
“strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and
assumptions that are subject to risks, uncertainties and other factors that could cause actual future financial
condition, performance and results to differ materially from the plans, goals, expectations and results expressed in
the forward-looking statements and other financial and/or statistical data within this communication. Among the
key factors that could cause actual results to differ materially from those projected in the forward-looking
statements are uncertainties related to the following: whether the conditions to the Proposed Transaction will be
satisfied and the Proposed Transaction will be completed on the anticipated timeframe, or at all; the failure to
realize contemplated synergies and other benefits from the Proposed Transaction; the incurrence of significant
costs and the availability and cost of financing in connection with the Proposed Transaction; the effect of the
announcement of the Proposed Transaction, and related uncertainties as to whether the Proposed Transaction
will be completed, on BAT’s, Reynolds’s or the combined company’s ability to retain customers, retain and hire
key personnel and maintain relationships with suppliers and on their operating results and businesses generally;
the ability to maintain credit ratings; changes in the tobacco industry and stock market trading conditions; changes
or differences in domestic or international economic or political conditions; changes in tax laws and rates; the
impact of adverse legislation and regulation; the ability to develop, produce or market new alternative products
profitably; the ability to effectively implement strategic initiatives and actions taken to increase sales growth; the
ability to enhance cash generation and pay dividends; adverse litigation and dispute outcomes; and changes in
the market position, businesses, financial condition, results of operations or prospects of BAT, Reynolds or the
combined company.
Additional information concerning these and other factors can be found in Reynolds’s filings with the U.S.
Securities and Exchange Commission (“SEC”), including Reynolds’s most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and BAT’s Annual Reports, which may be
obtained free of charge from BAT’s website www.BAT.com. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof and BAT undertakes no obligation to
update or revise publicly any forward-looking statements or other data or statements contained within this
communication, whether as a result of new information, future events or otherwise.
No statement in this communication is intended to be a profit forecast and no statement in this communication
should be interpreted to mean that earnings per share of BAT or Reynolds for the current or future financial years
would necessarily match or exceed the historical published earnings per share of BAT or Reynolds, respectively.
Additional information and where to find it
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that
may be made with the SEC in connection with the Proposed Transaction. Any solicitation will only be made
through materials filed with the SEC. Nonetheless, this communication may be deemed to be solicitation material
in respect of the Proposed Transaction by BAT.
BAT intends to file relevant materials with the SEC, including a registration statement on Form F-4 that will
include a proxy statement of Reynolds that also constitutes a prospectus of BAT. Investors and security holders
are urged to read all relevant documents filed with the SEC (if and when they become available), including the
proxy statement/prospectus, because they will contain important information about the Proposed Transaction.
Investors and security holders will be able to obtain the documents (if and when available) free of charge at the
SEC’s website, http://www.sec.gov, or for free from BAT at batir@bat.com / +44 (0) 20 7845 1000. Such
documents are not currently available.
Participants in solicitation
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that
may be made with the SEC in connection with the Proposed Transaction. Nonetheless, BAT, and its affiliates and
each of their directors and executive officers and certain employees may be deemed to be participants in the
solicitation of proxies from the holders of Reynolds common stock with respect to the Proposed Transaction.
Information about such parties and a description of their interests are set forth in BAT’s 2016 Annual Report,
which may be obtained free of charge from BAT’s website www.BAT.com and Reynolds’s annual report for the
year ended December 31, 2016, which was filed on Form 10-K with the SEC on February 9, 2017 and Reynolds’s
Form 10-K/A, which was filed with the SEC on March 20, 2017 (such filings by Reynolds, collectively, “Reynolds
SEC filings”). To the extent holdings of Reynolds securities by such parties have changed since the amounts
contained in the Reynolds SEC filings, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding the interest of such parties will also be
included in the materials that BAT intends to file with the SEC in connection with the Proposed Transaction.
These documents (if and when available) may be obtained free of charge from the SEC’s website
http://www.sec.gov, or from BAT using the contact information above.
Non-solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
This communication should not be construed as, investment advice and is not intended to form the basis of any
investment decision, nor does it form the basis of any contract for acquisition or investment in any member of the
BAT group, financial promotion or any offer, invitation or recommendation in relation to any acquisition of, or
investment in, any member of the BAT group.
Sponsor: UBS South Africa (Pty) Ltd
Date: 05/04/2017 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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