Reynolds American, Inc. ("RAI" or the Company) is the second-largest tobacco company in the United States. Its holdings include R. J. Reynolds Tobacco Company, American Snuff Company, Santa Fe Natural Tobacco Company, and Niconovum AB.

According to the Complaint, on January 16, 2017, the Board caused the Company to enter into an agreement and plan of merger, which was subsequently amended on June 8, 2017 (“Merger Agreement”). Pursuant to the Merger Agreement, the Company’s shareholders stand to receive a number of BAT American Depositary Shares representing 0.5260 of a BAT ordinary share, in addition to $29.44 in cash for each share of RAI stock they own, resulting in an approximate total value of $49 billion (the “Proposed Merger”).

The Complaint alleges that on June 14, 2017, in order to convince RAI shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Definitive Proxy Statement with the Securities and Exchange Commission, in violation of Sections 14(a) and 20(a) of the Exchange Act.

Pursuant to a Stipulation by the parties, this case was ordered dismissed on August 1, 2017.