EXHIBIT 99.1
7 Campus Drive
Parsippany, NJ 07054
[NABISCO LOGO] News Release
Date: June 25, 2000
Contact: Henry A. Sandbach John R. Barrows Edward Nebb
Nabisco, Inc. Nabisco, Inc. BSMG Worldwide
(973) 682-7098 (973) 682-7396 (212) 445-8213
(203) 972-8278
Definitive Agreements Signed for Sale of NA and NGH
Parsippany, NJ -- Nabisco Group Holdings (NYSE: NGH) announced today that
it has signed definitive agreements for the sale of Nabisco Holdings (NYSE: NA)
to Philip Morris Companies (NYSE: MO) for $55 per share and the separate sale of
Nabisco Group Holdings to R.J. Reynolds Tobacco (NYSE: RJR) for $30 per share.
Under terms of the agreements, Philip Morris will acquire by merger all
the outstanding shares of Nabisco Holdings (NA), including NGH's 80.6 percent
interest in NA. Based on the total number of NA shares - held by NGH and
publicly traded - the transaction has a total equity value of approximately
$14.9 billion and a total enterprise value of $18.9 billion.
Upon completion of the sale of NA to Philip Morris, R.J. Reynolds Tobacco
will acquire by merger all the outstanding NGH shares. Based on the total number
of the NGH shares, the transaction has a total equity value of approximately
$9.8 billion.
The transactions require approval of the NGH shareholders and are subject
to customary regulatory approvals. Both transactions are expected to close
during the second half of this year.
James M. Kilts, president and CEO of Nabisco, said: "This sale of our
businesses to Philip Morris will bring together two exceptional food units -
Nabisco and Kraft - in a transaction that provides extraordinary value for all
shareholders. Nabisco has one of the best product portfolios, management teams
and overall organizations in the food industry. We look forward to an
integration that will add new strength and growth potential to the combined
company."
Mr. Kilts noted that the transactions will fulfill the pledge to maximize
the value of both NA and NGH shares made in May by the Nabisco Boards and
management. "NA and NGH shareholders will receive very substantial premiums.
NA's sale price represents a 101% increase in share value since late March, and
NGH's sale price is a 221% increase."
UBS Warburg and Morgan Stanley Dean Witter served as financial advisors to
both NGH and NA
Nabisco is a major international producer of biscuits, snacks and premium
snacks, including such well-known U.S. brands as Oreo, SnackWell's and Chips
Ahoy! cookies; Ritz crackers; A.1 steak sauces; Grey Poupon mustards; Life
Savers and Trolli confections; Planters nuts and snacks; and Milk Bone dog
treats. International products include Christie, Peak Freens and Terrabusi
cookies and crackers; Royal dessert mixes; Fleischmann's yeast; and several
Nabisco global brands - Oreo, Ritz and Chips Ahoy! Nabisco markets products in
the United States and more than 85 countries around the world.
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In connection with these transactions, Nabisco Group Holdings will file a
proxy statement with the Securities and Exchange Commission and Nabisco Holdings
will file an information statement with the Securities and Exchange Commission.
Investors are urged to read these documents when they become available because
they will contain important information. Investors may obtain a free copy of
these documents, and any other documents filed by the companies in connection
with the transactions, at the website of the Securities and Exchange Commission
(www.sec.gov) or by contacting MacKenzie Partners (800-322-2885 or
[email protected]).
Nabisco Group Holdings and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Nabisco Group
Holdings' shareholders. The directors and executive officers of Nabisco Group
Holdings include: John T. Chain, Jr., Julius L. Chambers, John L. Clendenin,
Douglas R. Conant, Steven F. Goldstone, Ray J. Groves, James E. Healey, David B.
Jenkins, Nancy Karch, James M. Kilts, James A. Kirkman III, Fred H. Langhammer,
Richard H. Lenny, H. Eugene Lockhart, Theodore E. Martin and Rozanne L. Ridgway.
Collectively, as of March 15, 2000, the directors and executive officers of
Nabisco Group Holdings beneficially owned approximately 1.1% of the outstanding
shares of the company's common stock. Shareholders may obtain additional
information regarding the interests of such participants by reading Nabisco
Group Holdings' proxy statement when it becomes available.
