FORTUNE BRANDS ANNOUNCES DETAILS FOR SPIN-OFF OF HOME & SECURITY UNIT AND COMPLETION OF BUSINESS SEPARATION
- Spin-Off and Share Distribution Expected on October 3, 2011
- Effective October 4, Fortune Brands to Operate as Pure-Play Spirits Company Re-Named Beam; Spin-Off Company to Operate as Fortune Brands Home & Security
- Shareholders to Receive One Share of Fortune Brands Home & Security for Each Share of Fortune Brands Held through Distribution Date; Record Date of September 20, 2011
- Each Business Well Positioned to Generate Value as an Independent Company
Deerfield, Illinois, August 25, 2011 - Fortune Brands, Inc. (NYSE: FO) today announced that its board of directors has approved final plans to separate the company's businesses and that it expects to spin off the Fortune Brands Home & Security business after the close of business on October 3, 2011. Following the spin-off, Fortune Brands will change its name to Beam and operate as a pure-play spirits company.
The spin-off remains conditioned on the SEC declaring effective the Registration Statement on Form 10 filed by Fortune Brands Home & Security, as well as authorization by the New York Stock Exchange and other conditions described in the Information Statement included in the Form 10.
In connection with the separation plan:
- Fortune Brands will receive a cash dividend of $500 million from Fortune Brands Home & Security prior to the spin-off.
- Fortune Brands will distribute to its stockholders all of its shares of Fortune Brands Home & Security by means of a share dividend. Except for cash received in lieu of fractional shares, the distribution will not be taxable to U.S. shareholders of Fortune Brands for U.S. income tax purposes.
- Fortune Brands stockholders will receive one share of Fortune Brands Home & Security for each share of Fortune Brands outstanding as of the record date, 5:00 PM Central Time on September 20, 2011, and retained through the distribution date, October 3, 2011. Home & Security will trade independently on the New York Stock Exchange as of October 4th under the ticker symbol FBHS.
- Fortune Brands' shares will begin trading under the ticker symbol BEAM as of October 4th. As previously announced, the ticker symbol FO will be discontinued.
- Fortune Brands expects that a "when-issued" public trading market for both Beam and Fortune Brands Home & Security common stock will begin on or about September 16, 2011, and will continue through the distribution date.
- Shares of Fortune Brands common stock will continue to trade "regular way" on the New York Stock Exchange under the symbol FO through the distribution date. Any holders of shares of Fortune Brands common stock who sell their Fortune Brands shares "regular way" on or before the distribution date will also be selling their right to receive shares of Home & Security common stock in connection with the spin-off. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling their shares of Fortune Brands common stock on or prior to the distribution date.
"The separation of Fortune Brands' businesses will give shareholders a compelling opportunity to participate in the significant upside potential we see in both Beam and Fortune Brands Home & Security," said Bruce Carbonari, chairman and chief executive officer of Fortune Brands. "With their competitive, financial and organizational strengths, we believe each business is well positioned to continue outperforming in the marketplace and generate significant long-term value for shareholders. We are extremely pleased with the progress of our separation plan - we're in the home stretch, the teams at both Beam and Fortune Brands Home & Security are ready, and we're looking forward to bright and prosperous futures for two great companies."
No action is required by Fortune Brands shareholders to receive their Fortune Brands Home & Security common stock. Fortune Brands shareholders who hold Fortune Brands common stock as of the record date and retain such shares through the distribution date will receive a book-entry account statement reflecting their ownership of Fortune Brands Home & Security common stock or their brokerage account will be credited for the shares.
A copy of the Home & Security Information Statement may be obtained from the SEC web site at http://www.sec.gov/ or by calling Fortune Brands Investor Relations at (847) 444-7573. Fortune Brands will mail the Information Statement to Fortune Brands stockholders prior to the distribution date.
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About Fortune Brands
Fortune Brands, Inc. is a leading consumer brands company. Its operating companies have premier brands and leading market positions in distilled spirits and home and security products. The major spirits brands of Beam Global Spirits & Wine, Inc. include Jim Beam and Maker's Mark bourbon, Sauza tequila, Canadian Club whisky, Courvoisier cognac, Cruzan rum, Teacher's and Laphroaig Scotch, EFFEN vodka, Skinnygirl cocktails and DeKuyper cordials. The brands of Fortune Brands Home & Security LLC include Moen faucets, Aristokraft, Omega, Diamond and Kitchen Craft cabinetry, Therma-Tru door systems, Simonton windows, Master Lock security products and Waterloo storage and organization products. 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 and the MSCI World Index.
To receive company news releases by e-mail, please visit www.fortunebrands.com.
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This press release contains statements relating to future events, 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 plans, actions and results may differ materially from current expectations as a result of certain risks and uncertainties, including the risks and uncertainties described from time to time in the company's Securities and Exchange Commission filings and in the Registration Statement on Form 10 filed by Fortune Brands Home & Security LLC. There can be no assurance that the proposed separation will be completed as anticipated or at all.