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Actionable news in RAI: REYNOLDS AMERICAN Inc,

RAI shareholders approve proposals in connection with proposed acquisition by BAT

  • the Agreement and Plan of Merger, including the plan of merger contained therein, dated as of January 16, 2017, as it and the plan of merger contained therein were amended as of June 8, 2017, and as may be further amended from time to time (the "merger agreement"), pursuant to which RAI will become an indirect, wholly owned subsidiary of BAT; this includes the approval of the merger agreement by holders of the outstanding shares of RAI common stock voting at the special meeting that are not owned by the BAT Group or any of RAI's subsidiaries;
  • on a non-binding, advisory basis, the compensation payments that will or may be paid by RAI or BAT to RAI's named executive officers and that are based on or otherwise relate to the proposed transaction and the agreements and understandings pursuant to which such compensation may be paid or become payable; and
  • the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement.

Approval of the merger agreement by the shareholders of RAI, including the unaffiliated shareholder approval described above, is a condition to the obligations of RAI and BAT to complete the merger. Subject to the satisfaction or waiver of the remaining conditions set out in the merger agreement, the transaction is expected to close on or about July 25, 2017.

The preliminary results of the RAI shareholder vote at the special meeting are set forth below.

Approval of Agreement and Plan of Merger – Majority of Outstanding Shares

Approval of Agreement and Plan of Merger – Majority of Unaffiliated Shares Voting

Approval of Transaction-Related Compensation Payments

Approval of Adjournment of Special Meeting, if Necessary or Appropriate

The final voting results for each of the proposals voted on at the meeting will be reported on a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.

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