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Published on 10/29/2008 in the Prospect News Special Situations Daily.

UST stockholders to decide merger with Altria Dec. 4

By Lisa Kerner

Charlotte, N.C., Oct. 29 - UST Inc. will hold a special meeting of its stockholders at 10 a.m. ET on Dec. 4.

Stockholders of record as of Oct. 23 will be asked to approve the company's acquisition by Altria Group, Inc., according to a DEFM14A filed with the Securities and Exchange Commission.

It was previously reported that the transaction was expected to close during the first full week of January and no later than Jan. 7.

In September, Altria agreed to acquire all outstanding shares of UST for $69.50 each in a transaction valued at about $11.7 billion, including the assumption of about $1.3 billion of debt.

The agreement was amended on Oct. 2 to extend the closing date and increase the reverse termination fee payable by Altria to $300 million from $200 million under certain circumstances.

UST is a holding company for U.S. Smokeless Tobacco Co., a producer and marketer of moist smokeless tobacco products. The company is located in Stamford, Conn.

Altria, located in Richmond, Va., manufactures and sells cigarettes and other tobacco products. It is the parent company of Philip Morris USA.


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