On or around 08/01/2017 (Stipulation and order of dismissal (voluntary dismissal))
Filing Date: June 16, 2017
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 (“BAT ADSs”) representing 0.5260 of a BAT ordinary share, in addition to $29.44 in cash for each share of RAI stock they own (the “Merger Consideration”), 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 (the “Proxy”) with the Securities and Exchange Commission (“SEC”), 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.
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