Well, there goes my job. i think...
Who knows how this will turn out.
Any opinions out there? I welcome them
I guess this could be chip related,because if i lose my job
I wont be buying any chips for a while. Rick

Altria Group, Inc. Agrees to Acquire UST Inc., World's Leading Moist Smokeless Tobacco Manufacturer, for $69.50 per Share in Cash

-- Creates a total tobacco platform with superior premium tobacco brands that includes Marlboro, Copenhagen, Skoal and Black & Mild

* Accretive to adjusted diluted earnings per share within twelve months of closing

* Generates estimated annual synergies of $250 million by 2011

* Diversifies Altria's revenues and operating income

RICHMOND, Va.--(BUSINESS WIRE)--Sept. 8, 2008--Regulatory News:

Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE: UST) today announced that they have entered into a definitive agreement for Altria to acquire all outstanding shares of UST, the world's leading moist smokeless tobacco (MST) manufacturer. Under the terms of the agreement, shareholders of UST will receive $69.50 in cash for each share of common stock held. The transaction is valued at approximately $11.7 billion, which includes the assumption of approximately $1.3 billion of debt.

"The combination of Altria and UST creates the premier tobacco company in the United States with leading brands in cigarettes, smokeless tobacco and machine-made large cigars," said Michael E. Szymanczyk, Chairman and Chief Executive Officer of Altria. "We are excited about this strategic and financially attractive acquisition as it will enhance our ability to deliver superior shareholder return that is expected to exceed our 12% goal. This transaction is consistent with our growth strategy of making disciplined investments in adjacent categories. UST provides Altria with the leading premium brands, Copenhagen and Skoal, in the highly profitable MST category. We will also acquire Ste. Michelle Wine Estates, a premium wine business, as part of the transaction."

Upon completion of the transaction, Altria's operating companies will offer adult tobacco consumers a diverse range of superior premium tobacco products with strong brands including Marlboro, Copenhagen, Skoal and Black & Mild.

"This all cash transaction delivers compelling value to UST's shareholders," said Murray S. Kessler, Chairman and Chief Executive Officer of UST. "UST's growth strategy will clearly be enhanced by Altria's resources and infrastructure."

Based on UST's three-month average stock price of $53.90, this offer represents a premium of 28.9% to UST's shareholders.

The transaction is subject to UST shareholder approval and customary regulatory approvals, which will be pursued promptly. A copy of the agreement containing all the terms of the transaction is filed today with the U.S. Securities and Exchange Commission.

The transaction does not change Altria's 2008 guidance for adjusted full-year diluted earnings per share from continuing operations, which is expected to be in the range of $1.63 to $1.67. This range represents a 9% to 11% growth rate from an adjusted base of $1.50 per share in 2007.

Financial Benefits

Altria expects the acquisition of UST to be accretive to adjusted diluted earnings per share within twelve months of closing and to generate an attractive double-digit economic return.

The integration is anticipated to generate approximately $250 million in annual synergies by 2011, primarily driven by reduced selling, general and administrative and corporate expenses. Altria believes that these estimated synergies will enable the company to deliver increased shareholder and consumer value.

The UST acquisition is expected to grow and diversify Altria's operating income and net revenues. For the first half of 2008, reported operating income for Altria and UST was $2.6 billion and $451 million, respectively. If Altria had owned UST since the beginning of 2008, Altria's first half of 2008 net revenues would have increased 10.3% to $10.4 billion.