Reynolds American Subsidiary to Receive Payment Following Gallaher Joint-Venture Termination
WINSTON-SALEM, N.C., Feb. 21 /PRNewswire-FirstCall/ -- Reynolds American Inc. (NYSE: RAI - News) announced today that R.J. Reynolds Cigarettes, Tobacco C.V. (RJRTCV), an indirect wholly owned subsidiary of RAI, will receive a payment of euro 265.0 million (approximately $387.6 million) from Gallaher Limited (Gallaher), a JT International (JTI) Group company, resulting from the termination of the joint-venture agreement between RJRTCV and a Gallaher affiliate.
In accordance with the terms of the joint venture, RJRTCV will receive 40 percent of that total, euro 106.0 million (approximately $155.0 million), on or before April 20, 2008. Gallaher will pay the remaining 60 percent of the valuation amount in six equal annual installments of euro 26.5 million (approximately $38.8 million), beginning in April 2009. The dollar values reflect a euros-to-dollars exchange rate of 1.4625, calculated on the morning of Feb. 20, 2008.
After accounting for the company's cost basis and discounting the stream of future payments, RAI expects the payment to result in a pre-tax gain of approximately $300 million, which will be recorded in the first quarter of 2008.
The valuation payment results from last year's termination of R.J. Reynolds-Gallaher International Sarl, a Swiss joint venture that was formed by RJRTCV and a Gallaher affiliate in 2002. The joint venture marketed American- blend cigarettes primarily in Italy, France and Spain.
On April 18, 2007, an affiliate of Japan Tobacco Inc. acquired Gallaher Group Plc, which constituted a change of control of Gallaher as defined by the joint-venture agreement. In accordance with the terms of the agreement, RJRTCV elected to terminate the joint venture prior to its expiration date. The joint venture was terminated on Dec. 31, 2007.
Under the joint-venture agreement, both companies licensed trademarks to the joint venture. Upon termination of the joint venture, the party whose licensed trademarks have the greater value is required to pay to the other party a mutually agreed payment that is calculated in accordance with the terms and principles set forth in the agreement.
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