Filed by Vector Group Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
under the Securities Exchange Act of 1934
Subject Company: New Valley Corporation
Commission File No. 1-2493
November 3, 2005
FOR IMMEDIATE RELEASE
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Contact: |
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Paul Caminiti/Brandy Bergman/Carrie Bloom
Citigate Sard Verbinnen
212/687 8080 |
VECTOR GROUP RESPONDS TO NEW VALLEY
RECOMMENDATION AGAINST OFFER FOR ALL COMMON SHARES
MIAMI, FL, November 3, 2005 Vector Group Ltd. (NYSE: VGR) today issued the following
statement in response to the recommendation by the special committee of the Board of Directors of
New Valley Corporation (NASDAQ: NVAL) that New Valley stockholders not tender into Vector Groups
exchange offer for all of the outstanding common shares of New Valley it does not already own:
We are disappointed by the special committees decision recommending against our premium offer of
$9 per share in Vector Group stock, which we believe represents compelling value for all New Valley
shareholders. We are eager for New Valley shareholders once they have had the opportunity to
review our exchange offer materials to make their own determination on the merits of our offer.
Due to the 90% tender requirement, it is highly unlikely that Vector will be able to close this
transaction unless all significant New Valley shareholders tender into the offer. If the 90%
tender requirement is not satisfied, there can be no second-step short form merger and,
consequently, no appraisal rights.
As previously announced, the exchange offer is scheduled to expire at 5:00 p.m. New York City time
on Thursday, December 1, 2005, unless extended.
If New Valleys stockholders choose to tender their shares, Vector Group would issue approximately
4.4 million shares to complete the transaction. Completion of the exchange offer is subject to the
satisfaction of conditions, including that Vector Group holds at least 90 percent of the
outstanding common shares of New Valley at the completion of the exchange offer, and other
customary conditions.
About Vector Group Ltd.
Vector Group is a holding company that indirectly owns Liggett Group Inc., Vector Tobacco Inc. and
a controlling interest in New Valley Corporation. Additional information concerning the company is
available on the companys website, www.VectorGroupLtd.com.
Additional Information and Where to Find It
A prospectus, which is part of the Vector Registration Statement on Form S-4, and related
exchange offer materials, including a letter of transmittal, has been mailed to stockholders of
New Valley. In addition, Vector has filed such prospectus and related materials and a proxy
statement on Schedule 14A and related materials with the Securities and Exchange Commission
(SEC). Investors and security holders are advised to carefully read these documents. These
materials contain important information about the transaction and should be read in connection
with making a decision with respect to the exchange offer.
Investors and security holders may obtain a free copy of the prospectus, proxy statement and
other documents filed by Vector with the SEC at the SECs web site, www.sec.gov. Copies of such
prospectus, proxy statement and Vectors related filings made with the SEC may also be obtained
from Vectors Investor Relations Department at 305-579-8000 or from Georgeson Shareholder
Communications Inc., Vectors information agent, at (877) 388-2794 (toll free).
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This news release contains certain forward-looking statements about future business transactions
involving Vector and New Valley. These statements are not guarantees of future performance and
involve certain risks and uncertainties that are difficult to predict. The statements are based
upon
Vectors current expectations and beliefs and are subject to a number of known and unknown risks
and uncertainties that could cause actual results to differ materially from those described in
the forward looking statements. Actual results could differ materially from what is expressed or
forecasted in this news release. Those risk factors are discussed in the Vector and New Valley
Annual Reports on Form 10-K and subsequent reports that have been filed by the companies with the
SEC.