SOURCE: Altadis

November 16, 2007 09:03 ET

ALTADIS : The Board of Directors of Altadis issues its Report recommending Imperial's offer

MADRID, SPAIN--(Marketwire - November 16, 2007) - On 18 December a General Shareholders' Meeting will take place to deliberate on the removal of restrictive clauses, with an attendance premium of gross EUR 0.10 per share

At a meeting held today, Altadis' Board of Directors has unanimously approved the report on the takeover bid for the acquisition of the company's shares presented by Imperial Tobacco and authorised by the Spanish National Securities Market Commission ("Comisión Nacional del Mercado de Valores" - "CNMV").

In the report, issued in accordance with stipulations in article 24 of Royal Decree 1066/2007 of 27 July, "The Board of Directors of Altadis, in view of the financial advice received from Credit Suisse, JPMorgan, Merrill Lynch and Rothschild, unanimously considers that the price offered by Imperial Tobacco of 50 euros per share is fair from a financial point of view."

As a result, taking into account the general considerations expressed in its report, "the Board of Directors of Altadis unanimously considers the Offer to be attractive and, in the current circumstances, recommends the Offer to its shareholders".

Thus, the report, which was approved today, confirms the position made public by the Board of Directors in the relevant fact issued on 18 July, 2007.

The Board of Directors has also decided to call a Shareholders' Meeting on 18 December, at the second call, to decide on the amendment of article 24 of the Bylaws with respect to the removal of the limitation to the number of votes that each shareholder of Altadis may cast at a Shareholders' Meeting. The Board of Directors of Altadis recommends to its shareholders to vote in favour of the proposed modification.

In this way and with the goal of encouraging attendance due to the importance of the topics to be discussed, an attendance premium of gross EUR 0.10 per share will be paid.

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