R. J. Reynolds Makes $4.9-Billion Offer to Buy Nabisco Brands

From Times Wire Services

R. J. Reynolds Industries Inc. announced on Sunday that it will merge with Nabisco Brands Inc., forming the largest U.S.-based consumer products company.

The merger, which is subject to approval by Nabisco shareholders, brings together the second-largest tobacco company in the country and the nation's No. 4 food company. The deal, estimated to be worth $4.9 billion, would be the largest non-oil merger in U.S. history.

The combined firms will have annual sales of more than $19 billion, displacing Cincinnati-based Procter & Gamble Co., with $12.9 billion in annual sales, as the nation's largest consumer products company, according to Peter Allan, a Reynolds spokesman.

Under terms of the agreement, R. J. Reynolds, based in Winston-Salem, said it plans Tuesday to offer to buy up to 51% of Nabisco's common stock at $85 per share in cash.

The company's remaining common stock will be exchanged for $42.50 in new senior debt securities of Reynolds and $42.50 stated value of a new preferred RJR stock, company officials said. The debt securities and preferred stock are designed to have an aggregate value of $85.

The price was in line with recent Wall Street speculation that has sent Nabisco shares rising by over $20 per share in the month of May. On the New York Stock Exchange, Nabisco shares closed Friday at $82.675 a share, up $2.875. Reynolds stock on Friday closed at $74.375 a share, up $1.125.

Likely Takeover Candidate

Wall Street analysts have said for many months that Nabisco was a likely takeover candidate as it sought an infusion of friendly funds for advertising and promotion in the hotly contested food market.

The merger agreement was announced in a joint news release by J. Tylee Wilson, chairman and chief executive Reynolds, and F. Ross Johnson, Nabisco's vice chairman and chief executive. The agreement was worked out late Saturday, Allan said.

As part of the agreement, Nabisco has granted Reynolds an option to purchase about 10.6 million shares of Nabisco stock at $85 per share and an option to buy Nabisco's U.S. biscuit division for $1.65 billion, the officials said.

"We are extremely pleased to make this agreement with Nabisco Brands," Wilson said. "Nabisco's premium-quality brands and its strong management team offer the ideal addition to the RJR portfolio."

Johnson added that "we're in businesses we both understand, using much the same distribution channels, with many of our brands enjoying leading shares of their market segments. This is a positive, progressive move and will enhance the future of Nabisco worldwide. The combination of leading brand names and the variety of items gives us a line of consumer products and unequalled around the world."

Wilson, 53, will head the combined company, while Johnson, 53, will become president and chief operating officer of Reynolds Industries. Edward Horrigan Jr., 55, Reynolds president and chief operating officer, will be named RJR's vice chairman.

The three men will make up the newly formed office of the chairman of Reynolds Industries.

Expanded Board

At Nabisco, which is based in Parsippany, N.J., Robert M. Schaeberle, 62, will continue as chairman, while James O. Welch, 53, president and chief operating officer, will be named president and chief executive.

Under the plan, RJR will also increase its board of directors to 21 members. Added to the board will be Johnson, Schaeberle, Welch, Charles E. Hugel, 56, president and chief executive of Combustion Engineering, and Andrew G. C. Sage II, 59, managing director of Shearson Lehman Bros.

All five men sit on the Nabisco board of directors.

Nabisco Brands, which earned $308 million on sales of $6.25 billion in 1984, is a food processor known for its cookies, crackers, nuts and snacks. Its brands include Premium Saltines, Ritz crackers, Oreo cookies, Planters nuts, Baby Ruth, Life Savers candy and Nabisco Shredded Wheat cereal.

R. J. Reynolds earned $1.2 billion on sales of $11.9 billion last year.

Reynolds is an international consumer goods and services corporation with interests in domestic and international tobacco, canned and frozen foods, beverages and quick-service restaurant services. RJR's brand names include Winston, Salem and Camel cigarettes, Del Monte foods, A-1 Steak Sauce, Canada Dry mixers and soft drinks, Hawaiian Punch, Kentucky Fried Chicken, Smirnoff vodka and Inglenook and Beaulieu wines.

The announcement said the transaction has been approved by both companies' boards and is subject to approval of the shareholders of Nabisco Brands, certain regulatory clearances and other "customary conditions."

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