BOULDER, Colo., Sept. 10, 2008 (GLOBE NEWSWIRE) -- Advertising Material -- The Shuman Law Firm today announced that it is investigating the proposed acquisition of UST, Inc. ("UST" or the "Company") (NYSE:UST).
If you currently own UST common stock and would like a free consultation concerning your legal rights, please contact Kip Shuman, Esq. or Rusty Glenn, Esq. toll-free at 866-974-8626 or email Mr. Shuman at kip@shumanlawfirm.com or Mr. Glenn at rusty@shumanlawfirm.com.
On September 8, 2008, the Altria Group, Inc. ("Altria") (NYSE:MO) announced that it has entered into a definitive merger agreement with UST. Under the terms of the merger agreement, UST shareholders will receive $69.50 in cash for each share of common stock held. The transaction is valued at approximately $11.7 billion, which includes the assumption of approximately $1.3 billion of debt. The proposed merger is subject to UST shareholder approval and customary regulatory approvals.
While UST has not yet provided the full merger agreement to its shareholders, the Company did release some preliminary details, firstly, that UST may not solicit competing proposals or, subject to exceptions set forth in the merger agreement, participate in any substantive discussions or negotiations regarding alternative business transactions. UST also disclosed that the agreement contains specified termination rights for the parties, and provides that, in certain circumstances, including the termination of the agreement by the Company to accept a superior proposal (should one be received), the Company would be required to pay Altria a termination fee of $250,000,000 and to reimburse Altria for certain expenses up to an aggregate amount of $10,000,000. Additionally, in certain circumstances, including the failure of Altria to obtain financing for the transaction, Altria would be required to pay the Company, at the Company's election, a reverse termination fee of $200,000,000, but not if the merger fails to obtain regulatory approval. These provisions, taken together with other provisions in the merger agreement, may result in damage to UST shareholders by impeding the maximization of shareholder value.
The Shuman Law Firm has expertise in prosecuting investor securities litigation and extensive experience in actions involving financial fraud. The Shuman Law Firm represents investors throughout the nation, concentrating its practice in securities class actions and shareholder derivative litigation.