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    Brown & Williamson, RJR Merger Approved

    Purchase will give Reynolds American control of roughly one-third of cigarette market.

    WINSTON-SALEM, N.C. -- R.J. Reynolds Tobacco Co. shareholders approved a $4.2 billion merger with Brown & Williamson Tobacco Corp., a deal that will create a new firm, Reynolds American Inc., reported the Associated Press.

    "We have taken the final step to making the new Reynolds American a reality," said Andrew Schindler, CEO and chairman of R.J. Reynolds Tobacco, after a brief special shareholders' meeting at RJR's Winston-Salem headquarters.

    More than 60.6 million shares were voted in favor of the merger between the No. 2 and No. 3 cigarette makers. The figure represents 98.7 percent of the shares represented at the meeting, which about 150 people attended, according to the final tally of votes, said company spokeswoman Maura Payne.

    RJR's purchase of Brown & Williamson will give Reynolds American control of about one-third of the U.S. cigarette market, putting it behind only Richmond, Va.-based Philip Morris USA.

    RJR will hold a 58 percent controlling stake in the new company, which is expected to generate annual sales of about $10 billion. The full integration of RJR and Brown & Williamson is also expected to result in more than $500 million in annual savings, company officials said.

    R.J. Reynolds makes the Camel, Winston, Salem and Doral brands, while Brown & Williamson sells Kool, Lucky Strike, GPC and Capri brands. Brown & Williamson is a unit of British American Tobacco PLC.

    The deal cleared a major regulatory hurdle when it was approved last month by a 4-0 vote by the Federal Trade Commission, which said the merger was not likely to lessen competition in the U.S. cigarette market. The Securities and Exchange Commission had approved the proxy statement and prospectus in June.

    Initial plans for the integrated company are expected to be discussed publicly Aug. 2, when Reynolds Holdings is scheduled to release its second-quarter results.

    Fewer than 217,000 shares were voted against the merger. There were nearly 500,000 abstentions.

    "If I were to describe any moment in my life as perfect, this would be it," said Schindler, who presided over the meeting. He will stay with the company for six months as executive chairman and then retire, turning over the reins to Susan Ivey, the president and CEO of Brown & Williamson.

    Schindler said integration teams from both companies will begin combining operations Monday. He declined to discuss any future marketing plans on brands.

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