Altria Group Inc. to Spin-off Kraft Foods Inc.
Share Distribution Effective on March 30, 2007NEW YORK
The Board of Directors of Altria Group, Inc. (NYSE: MO) today voted to authorize the spin-off of all shares of Kraft Foods Inc. (NYSE: KFT) owned by Altria to Altria's shareholders. The distribution of the approximately 89% of Kraft's outstanding shares owned by Altria will be made on March 30, 2007, to Altria shareholders of record as of 5:00 p.m. Eastern Time on March 16, 2007 (the "record date").
Altria will distribute approximately 0.7 of a share of Kraft for every share of Altria common stock outstanding as of the record date, based on the number of Altria shares outstanding on that date. Altria shareholders will receive cash in lieu of fractional shares for amounts of less than one Kraft share. The exact distribution ratio will be determined on the record date.
"I am extremely pleased to announce the spin-off of Kraft today, a major step in our commitment, announced more than two years ago, to deliver superior shareholder value," said Louis C. Camilleri, Altria Chairman and Chief Executive Officer. "I believe that an independent Kraft will enjoy enhanced flexibility to grow its business and be in a substantially stronger position to create enduring shareholder value."
Rationale for Spin-Off
The separation of Altria and Kraft will benefit both parties and will achieve the following benefits:
Enhance Kraft's ability to make acquisitions, including by using Kraft stock as acquisition currency, to compete more effectively in the food industry;
Allow management of Altria and Kraft to focus more effectively on their respective businesses and improve Kraft's ability to recruit and retain management and independent directors;
Provide greater aggregate debt capacity to both Altria and Kraft;
and Permit Altria and Kraft to target their respective shareholder bases more effectively and improve capital allocation within each company.
Altria has been advised that a "when issued" public market for Altria common stock will begin some time before the record date on the New York Stock Exchange (NYSE) and continue through the distribution date under the symbol "MO wi." "When issued" refers to buying Altria shares without the Kraft portion.
Any holder of Altria common stock who sells shares of Altria (which currently trades on the NYSE under the symbol "MO") in the "regular way" market on or before the distribution date may be selling the entitlement to receive shares of Kraft common stock in the spin-off. Holders of Altria common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Altria common stock on or before the distribution date.
Immediately following the distribution of Kraft shares, Altria intends to adjust its dividend so that Altria's shareholders who retain their Kraft shares will receive, in the aggregate, the same dividend amount that existed before the transaction. As in the past, all decisions regarding future dividend increases will be made independently by the Altria Board of Directors and the Kraft Board of Directors, for their respective companies.
Altria has received an opinion of counsel that the spin-off will be tax-free to Altria and its shareholders for U.S. federal income tax purposes, except in respect of cash received in lieu of fractional share interests. No governmental or IRS approval is required to complete the transaction.
Conversion of Class B Shares
Prior to the distribution, Altria will convert its Class B shares of Kraft common stock, which carry 10 votes per share, into Class A shares, which carry one vote per share. Following the distribution, only Class A common shares of Kraft will be outstanding. Altria will not own any shares of Kraft following the spin-off. Kraft is presently a publicly traded company, with shares listed under the symbol "KFT" on the NYSE.