Altadis EGM removes final hurdle to Imperial's offer

19th December 2007, Comments 0 comments

Tobacco firm's shareholders remove voting cap.

19 December 2007

MADRID - Altadis shareholders yesterday agreed to strike down voting restrictions in the company's bylaws, paving the way for a takeover of the French-Spanish tobacco company by Britain's Imperial Tobacco.

In a statement, Altadis said 89.2 percent of the shareholders at Tuesday's extraordinary meeting approved the proposal, which was one of the conditions imposed by Imperial Tobacco in its bid. Shareholders at the meeting represented 83.4 percent of the company's capital.

The bylaw removed by yesterday's vote restricted the voting rights of individual shareholders to 10 percent regardless of the size of their stake. It was the final administrative hurdle in Imperial's bid.

The European Commission approved the takeover last month imposed a number of conditions. These included the UK firm offloading rolling tobacco brands in France Italy, Portugal and Spain, pipe tobacco in France and cigars in Finland, because of anti-trust concerns.

Altadis' board of directors has recommended Imperial Tobacco's offer of EUR 50 per share, which values the French-Spanish firm at EUR 12.6 billion. The acceptance period for the bid extends to 11 January. The bid is conditional on shareholders representing 80 percent of Altadis' share capital accepting the bid.

Private equity firm CVC Capital Partners was also in the hunt for Altadis before dropping out. Altadis' board rejected tentative offers by Imperial of EUR 45 and
EUR 47 per share before agreeing in July to the EUR 50 bid.

Chairman Jean-Dominique Comolli said Altadis' board had acted throughout the takeover process in the interest of shareholders. "In other words: without blocking any options, with total neutrality, favouring a competitive process and providing information for shareholders," he said.

Altadis' main shareholders include Bank of New York with 9.9 percent, Credit Suisse with 6.3 percent, Morgan Stanley with 5.7 percent, Deutsche Bank's with 5.2 percent and Franklin Resources with 5 percent.

Altadis manufactures the Gauloise and Fortuna brands. It is also the world's largest distributor of cigars with brand names such as Montecristo. Imperial produces the Lambert & Butler brand in Britain and Davidoff in Germany, but its main markets have been shrinking.

[Copyright EL PAÍS, SL./ A. SIM 2007]

Subject: Spanish news

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