RAI calls takeover meeting

Reynolds American Inc. has called a special meeting of shareholders to approve the terms of its takeover by British American Tobacco and related payments to RAI’s executives.

The meeting is due to start at 09.00 Eastern Time on July 19 in the Reynolds American Plaza building’s auditorium at RAI’s corporate offices, 401 N. Main Street, Winston-Salem, North Carolina.

According to a note posted on RAI’s website, shareholders will be asked to take action, among other things:

* ‘to approve the agreement and plan of merger, including the plan of merger contained therein, dated as of January 16, 2017, as amended as of June 8, 2017, and as may be further amended from time to time (the “merger agreement”), pursuant to which RAI will become an indirect, wholly owned subsidiary of British American Tobacco p.l.c. (BAT); and

* ‘to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by RAI or BAT to RAI’s named executive officers and that are based on or otherwise relate to the proposed transaction and the agreements and understandings pursuant to which such compensation may be paid or become payable.’

Shareholders of record at the close of business on June 12 will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement.

‘Subject to the satisfaction or waiver of the conditions as set out in the merger agreement, including approval by shareholders of both BAT and RAI, it is currently expected that the proposed transaction will close on or about July 25, 2017,’ the note said.