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Fortune Brands, Inc. (NYSE: FO):
-- Companies Agree to Accelerate Termination of ABSOLUT
Distribution Joint Venture in U.S.
-- Fortune Brands Receives $230 Million in Cash and Pays $100
Million for Fastest Growing Rum Brand in U.S.
-- Beam Global Spirits Unit to Transition to Dedicated Sales
Force in U.S., Simplifying Route to Market and Enhancing
Marketplace Focus
Fortune Brands (NYSE: FO) and Pernod Ricard today announced an agreement under which Fortune Brands will receive compensation in exchange for early termination of the company's distribution agreement with Pernod Ricard's ABSOLUT vodka and other brands.
Under the agreement, Pernod Ricard will pay Fortune Brands $230 million in pre-tax proceeds, and Fortune Brands will pay $100 million to Pernod to acquire the premium Cruzan Rum brand. The agreement will result in the termination as of October 1st of the U.S. distribution agreement between Fortune Brands' Beam Global Spirits & Wine business and the U.S. business of V&S Group recently acquired by Pernod. The joint distribution agreement had been scheduled to remain in place through February of 2012.
"This is a win-win agreement that provides significant benefits to Fortune Brands," said Bruce Carbonari, president and chief executive officer of Fortune Brands. "In exchange for accelerating the end of our U.S. distribution agreement with ABSOLUT, we'll receive a cash payment of $230 million. We're also pleased that we'll acquire a fast-growing premium rum brand. Rum is one of the most attractive spirits categories, and the addition of Cruzan fills a portfolio gap in premium rum with the category's fastest growing brand in the U.S." Cruzan will join the company's portfolio of premium global brands that includes Jim Beam and Maker's Mark bourbons, Sauza tequila, Canadian Club whisky, Courvoisier cognac and Laphroaig single malt Scotch.
Greater Control Over U.S. Spirits Distribution
"Importantly, by transitioning to a dedicated sales force focused solely on our brands, we'll simplify our route to market in the U.S. and enjoy greater control over our distribution," Carbonari added. "Our seven-year partnership with ABSOLUT served its purpose, but our spirits business is a much bigger company today with the scale and leading positions in key spirits categories to fully leverage the strengths of a dedicated sales force."
"We believe moving forward now with this distribution solution will provide valuable clarity and sharper focus to our sales force, and will better support Beam Global's vision of 'building brands people want to talk about,'" said Tom Flocco, president and chief executive officer of Beam Global Spirits & Wine. The company's Beam Global spirits business is the fourth largest premium spirits business in the world, and its case volume going forward will be the second largest in the U.S.
Financial Impact of Transaction
"This transaction serves shareholders significantly better than allowing the distribution partnership to expire in 2012," Carbonari said. "The termination payment from Pernod more than compensates for our higher costs of distribution over the remaining term of the joint venture agreement. From a strategic perspective, we'll also benefit from a dedicated U.S. sales force. And we see significant upside potential over the long term from the Cruzan Rum brand."
The company estimates it will recognize a net gain amounting to $1.18 per diluted share (approximately $180 million after tax) in its third quarter results, reflecting the cash payment from Pernod Ricard plus the remaining unamortized gain from V&S's initial investment in the joint venture, as well as modest restructuring charges to realign the sales organization.
This benefit will be partly offset by both the elimination of cost synergies and investments to build a state-of-the-art dedicated sales organization. Specifically, the company expects results to be impacted by: higher pre-tax operating costs going forward amounting to approximately $12 million in the fourth quarter and a total of approximately $35 million in 2009; and, as required by accounting rules, elimination of the noncash pre-tax deferred gain recognition of V&S's initial investment in the joint venture, which will no longer be amortized as Other Income ($7 million in the fourth quarter and $27 million total in 2009). The company expects the addition of Cruzan to be earnings neutral in year one, reflecting continued investment to build the brand.
Strong Growth for Cruzan Rum
Cruzan is the fifth largest rum brand in the U.S. and generated worldwide net sales of approximately $50 million in 2007 on volume of approximately 750,000 cases. Cruzan's depletions - sales from distributors to retailers - grew at a strong double-digit rate last year in the U.S., the brand's largest market. Founded in 1760 on the Caribbean island of St. Croix, Cruzan offers a full-line of light, dark and flavored rum. Because Cruzan is already distributed in the U.S. by the Beam Global-Absolut joint venture, the company anticipates a smooth integration of the brand into its portfolio. The acquisition includes the Cruzan distillery on St. Croix, as well as inventory.
Fortune Brands has discussed the acquisition of Cruzan with Virgin Islands Governor John P. deJongh, Jr., who welcomed the pending sale as an important milestone in the Territory's continuing strategy to build the rum industry. "We welcome Fortune Brands and Beam Global to the U.S. Virgin Islands," Governor deJongh said. "We look forward to working with them in the years ahead to grow the Cruzan Rum brand, and to continue to explore new and cooperative ways for the government to assist in the development of the rum industry in the Territory." Fortune Brands believes the Virgin Islands Government's efforts on behalf of the rum industry contribute to the favorable prospects for the future growth of Cruzan Rum.
The acquisition of Cruzan is subject to customary regulatory approvals and is expected to close within the next month.
About Fortune Brands
Fortune Brands, Inc. is a leading consumer brands company with annual sales exceeding $8 billion. Its operating companies have premier brands and leading market positions in distilled spirits, home and hardware, and golf products. Beam Global Spirits & Wine, Inc. is the company's premium spirits business. Major spirits brands include Jim Beam and Maker's Mark bourbon, Sauza tequila, Canadian Club whisky, Courvoisier cognac, Teacher's and Laphroaig Scotch, and DeKuyper cordials. Home and hardware brands include Moen faucets, Aristokraft, Omega, Diamond and Kitchen Craft cabinetry, Therma-Tru door systems, Simonton windows, Master Lock padlocks and Waterloo tool storage sold by units of Fortune Brands Home & Hardware LLC. Acushnet Company's golf brands include Titleist, Cobra and FootJoy. Fortune Brands, headquartered in Deerfield, Illinois, is traded on the New York Stock Exchange under the ticker symbol FO and is included in the S&P 500 Index, the MSCI World Index and the Ocean Tomo 300(TM) Patent Index.
To receive company news releases by e-mail, please visit www.fortunebrands.com.
Forward-Looking Statements
This press release contains statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these forward-looking statements speak only as of the date hereof, and the company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date of this release. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: competitive market pressures (including pricing pressures); consolidation of trade customers; successful development of new products and processes; ability to secure and maintain rights to intellectual property; risks pertaining to strategic acquisitions and joint ventures, including the potential financial effects and performance of such acquisitions or joint ventures, and integration of acquisitions and the related confirmation or remediation of internal controls over financial reporting; changes related to the privatization of V&S Group; ability to attract and retain qualified personnel; general economic conditions, including the U.S. housing market; weather; risks associated with doing business outside the United States, including currency exchange rate risks; interest rate fluctuations; commodity and energy price volatility; costs of certain employee and retiree benefits and returns on pension assets; dependence on performance of distributors and other marketing arrangements; the impact of excise tax increases on distilled spirits; changes in golf equipment regulatory standards and other regulatory developments; potential liabilities, costs and uncertainties of litigation; impairment in the carrying value of goodwill or other acquired intangibles; historical consolidated financial statements that may not be indicative of future conditions and results due to the recent portfolio realignment; any possible downgrades of the company's credit ratings; as well as other risks and uncertainties detailed from time to time in the company's Securities and Exchange Commission filings.
Source: Fortune Brands, Inc.
TORONTO, ONTARIO--(Marketwire - Aug. 28, 2008) - The Board of Directors of Purepoint Uranium Group Inc. (TSX VENTURE: PTU) has approved the issuance of a total of 1,800,000 options to certain of its Board of Directors, management and staff pursuant to its stock option plan. The options are exercisable at a price of $0.20, are subject to agreed vesting schedules and expire in five years.
Under Purepoint's stock option plan there are at present 7,330,803 common shares reserved for issuance, of which only 4,631,000 shares are subject to outstanding option grants.
About Purepoint
Purepoint Uranium Group Inc. is focused on the precision exploration of more than 42 defined target areas on its seven 100% owned projects in the Canadian Athabasca Basin, and its two Basin projects joint ventured with Cameco Corporation and AREVA Resources Canada Inc. Established in the Basin well before the resurgence in uranium, Purepoint is actively advancing this large portfolio of multiple drill targets in the world's richest uranium region.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FOR FURTHER INFORMATION PLEASE CONTACT:
Purepoint Uranium Group Inc.
Chris Frostad
President and CEO
(416) 603-8368
Website: www.purepoint.ca
Source: Purepoint Uranium Group Inc.
WASHINGTON, Aug 28 /PRNewswire-USNewswire/ -- U.S. Agency for International Development (USAID) Acting Deputy Administrator James Kunder today welcomed His Excellency, Jakaya Mrisho Kikwete, President of the United Republic of Tanzania at USAID headquarters in Washington. President Kikwete is on a three-day visit to the United States at the invitation of President George Bush.
"President Kikwete, it is a pleasure and an honor to welcome you to the Ronald Reagan Building and the headquarters of the United States Agency for International Development. The leadership that you have provided to your country is no small factor in Tanzania's success," said Kunder.
During His Excellency's visit to USAID a number of important announcements were made involving assistance programs in Tanzania. The agricultural sector of Tanzania is a driving force in the economic development of the country. About 80 percent of Tanzania's population is engaged in agriculture, and the sector contributes more than one-third of the national economy.
In support of gains already made in this sector, USAID is currently negotiating a joint credit guarantee with the African Development Bank and CRDB Bank in Tanzania, which would enable small holder farmers and agribusinesses to access up to $20 million of credit to invest in their enterprises.
Also announced was a program to provide over $2,000,000 in education assistance for the people of Tanzania in response to the need for textbooks, teacher training and English language skills. This initiative is in response to a request by President Kikwete of President Bush while visiting Tanzania earlier this year.
Also in attendance was Deputy Director for the U.S. Trade and Development Agency, Ms. Leocadia Zak.
Tanzania, located on the southeast coast of Africa, is a stable country progressing along a path of democratic governance. The nation hosts hundreds of thousands of refugees and leads efforts to resolve regional conflicts peacefully.
For more information about USAID and its programs in Tanzania, please visit http://www.usaid.gov.
The American people, through the U.S. Agency for International Development, have provided economic and humanitarian assistance worldwide for nearly 50 years.
Public Information: 202-712-4810
SOURCE U.S. Agency for International Development
CHESAPEAKE, Va., Aug. 28, 2008 (GLOBE NEWSWIRE) -- Dollar Tree, Inc. (Nasdaq: DLTR), the nation's leading operator of single-price point dollar stores, will participate in the 15th Annual Goldman Sachs Global Retailing Conference being held on September 3 - 4, 2008, at the Marriott Marquis, New York, New York. Dollar Tree's presentation is scheduled for Thursday, September 4, at approximately 8:45 am EDT. Bob Sasser, President and CEO, will discuss Dollar Tree's business and growth plans. A live audio-only web cast of the Company's presentation at the Goldman Conference will be available on Dollar Tree's web site, www.DollarTree.com/medialist.cfm. A replay will be available within 24 hours of the presentation and can be accessed at the same location. This replay will be available until midnight Wednesday, September 10, 2008.
The Dollar Tree, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4781
CONTACT: Dollar Tree, Inc., Chesapeake
Timothy J. Reid
757-321-5284
www.DollarTree.com
NEW YORK--(BUSINESS WIRE)--
National Patent Development Corporation (OTC Bulletin Board: NPDV.OB) today announced that, on August 28, 2008, its wholly owned subsidiary, NPDV Acquisition Corp., merged with and into Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB), with Five Star continuing as the surviving corporation. As a result of the merger, the separate corporate existence of NPDV Acquisition Corp. has terminated and Five Star is now a wholly-owned subsidiary of National Patent. The merger was effected pursuant Section 253(d) of the General Corporation Law of the State of Delaware.
Since, as a result of the merger, Five Star has only one stockholder, it is now below the 300 stockholder threshold making it eligible to terminate the registration of its shares of common stock under the Securities Exchange Act of 1934, as amended. Five Star intends to file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under the Exchange Act. Five Star will no longer be required to file annual, quarterly and other periodic reports with the Securities and Exchange Commission, and will no longer be subject to the proxy rules under the Exchange Act.
Pursuant to the terms of the merger, each share of Five Star common stock outstanding immediately prior to the effective time of the merger (other than shares held by Five Star, National Patent or NPDV Acquisition Corp., or their subsidiaries, all of which were cancelled and retired and cease to exist, and other than shares held by stockholders who exercise and perfect appraisal rights under the Delaware General Corporation Law), now represents only the right to receive $0.40 per share, net to the holder in cash, without interest thereon and less any required withholding taxes upon presentation of appropriate documentation by the holder of such shares to the Exchange Agent, Computershare Trust Company, N.A. at Attn: Corporate Actions, 250 Royall Street, Canton, MA 02021, Customer Service: (800) 546-5141. Within the next few days, the Exchange Agent will mail to stockholders the materials to be used to exchange certificates formerly representing shares of Five Star common stock for such payment and will accept, on behalf of Five Star, the surrender of such stock certificates.
About National Patent Development Corporation
National Patent Development Corporation, a Delaware corporation, owns and operates a home improvement distribution business through Five Star, and also owns certain other assets, including real estate.
About Five Star
Five Star Products, Inc., a Delaware corporation, is engaged in the wholesale distribution of paint sundry and hardware products in the Northeast and Middle-Atlantic states with particular strength in the greater New York metropolitan area. Five Star Products, Inc. distributes products to approximately 3,000 independent retail dealers, which include paint stores, independent hardware stores, lumber yards, and do-it-yourself centers. Five Star Products, Inc. distributes a range of private label products sold under the "Five Star" name. Five Star Products, Inc. operates two distribution centers, the primary one located in East Hanover, NJ and another in Newington, CT.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995, which involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the filing of the Form 15 with the Securities and Exchange Commission and the acceptance of such filing by the Commission; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the tender offer documents previously filed by National Patent with the Securities and Exchange Commission and the Solicitation/Recommendation Statement previously filed by Five Star. National Patent and Five Star undertake no obligation to update any forward-looking statements as a result of new information, future developments or otherwise.
Source: National Patent Development Corporation
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