WEIL, GOTSHAL & MANGES ADVISES IMPERIAL TOBACCO

WEIL, GOTSHAL & MANGES ADVISES IMPERIAL TOBACCO ON RIGHTS ISSUE FOR REEMTSMA ACQUISITION International law firm Weil, Gotshal & Manges is acting as U.S. law counsel for Imperial Tobacco Group PLC on its £1.0 billion rights issue in connection with its proposed 5.8 billion acquisition of Hamburg-based tobacco company, Reemtsma Cigarettenfabriken GmbH. Under the agreement, Imperial will acquire 90.01 per cent of the issued share capital of Reemtsma. Imperial has also entered into option agreements in relation to the remaining 9.99 per cent. The acquisition will be financed by way of the rights issue, with the balance of the consideration being satisfied by new bank debt. New York-based partner Ellen Odoner and London-based partner Wayne Rapozo are leading the Weil, Gotshal & Manges transaction team, assisted by London-based associate Danielle Do. New York-based partner Debra Pearlstein, together with the competition teams of Allen & Overy and Ashurst Morris Crisp, provided advice on U.S. anti-trust matters in the acquisition. New York-based partner Marc Silberberg and Washington, DC- based partner David Bower advised on the U.S. tax aspects of the rights issue, assisted by associates Michael Tingoli in New York and Loretta Roby in Washington, DC. Allen & Overy are advising Imperial Tobacco in relation to the acquisition, including US law matters in relation to Reemtsma, and the negotiation of new debt facilities to finance the acquisition. Ashurst Morris Crisp are advising Imperial Tobacco in relation to the equity- related aspects of the transaction, as well as tobacco-specific issues and anti-trust advice. Imperial Tobacco is being advised by Morgan Stanley (Gavin MacDonald), Deutsche Bank (Nigel Meek) and BNP Paribas (Oliver Ellingham) and its corporate brokers Hoare Govett (Will Coleman). Commenting on the transaction, London-based U.S. partner Wayne Rapozo said: "As the sizes of European deals increase, there will be a greater need for a US component to these deals and US advice relating to structure and finance. We are pleased to be working with Imperial Tobacco on such a significant cross-border transaction. Our U.S. attorneys in Europe are familiar with the U.S. law issues affecting European companies and are capable of co-ordinating the appropriate U.S. law advice." ENDS Note to Editors: For further information please telephone Wayne Rapozo, Weil, Gotshal & Manges 020 7903 1405 Ellen Odoner, Weil, Gotshal & Manges 001 212 310 8000 Catherine Knock, PR Manager, Weil, Gotshal & Manges 020 7903 1035 Note to Editors The International Law Firm WITH OVER 950 LAWYERS INCLUDING OVER 260 PARTNERS, WEIL, GOTSHAL & MANGES SERVES A DIVERSE GROUP OF CLIENTS, INCLUDING MANY OF THE LARGEST AND MOST PROMINENT CORPORATIONS AND FINANCIAL INSTITUTIONS AS WELL AS GOVERNMENT AGENCIES AROUND THE GLOBE. ESTABLISHED IN 1996, THE LONDON OFFICE OF WEIL, GOTSHAL & MANGES NOW HAS OVER 130 LAWYERS AND IS NOW THE SECOND LARGEST OFFICE OF THE FIRM. WEIL, GOTSHAL & MANGES HAS APPROXIMATELY 221 LAWYERS IN EUROPE. IMPERIAL TOBACCO GROUP PLC IS AN INTERNATIONAL TOBACCO COMPANY WHICH MANUFACTURERS AND MARKETS A COMPREHENSIVE RANGE OF HIGH QUALITY TOBACCO AND TOBACCO-RELATED PRODUCTS, INCLUDING EMBASSY, REGAL, SUPERKINGS, JOHN PLAYER SPECIA, LAMBERT & BUTLER, RICHMOND, FUSION, HORIZON AND THE IMPERIAL CIGARETTES; DRUM, GOLDEN VIRGINIA AND VAN BELLE RYO TOBACCO; CLASSIC CIGARS; AMPHORA AND ST. BRUNO PIPE TOBACCO; AND RIZLA CIGARETTE PAPERS. IMPERIAL TOBACCO SELLS TOBACCO-RELATED PRODUCTS IN APPROXIMATELY 100 COUNTRIES TOGETHER WITH DUTY FREE MARKETS, WITH PARTICULAR STRENGTHS IN THE UNITED KINGDOM, THE NETHERLANDS, BELGIUM, THE REPUBLIC OF IRELAND, FRANCE, AUSTRALASIA AND SUB-SAHARAN AFRICA. IN ADDITION, IMPERIAL TOBACCO IS DEVELOPING ITS INFRASTRUCTURE IN EMERGING MARKETS, PARTICULARLY ASIA PACIFIC AND EASTERN EUROPE. IN THE YEAR ENDING 29 SEPTEMBER 2001, THE GROUP TURNOVER EXCLUDING DUTY OF IMPERIAL TOBACCO WAS £1,474 MILLION AND THE PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS BEFORE EXCEPTIONAL ITEMS WAS £350 MILLION. NET LIABILITIES AS AT 29 SEPTEMBER 2001 WERE £1,101 MILLION. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/14/20020314BIT01260/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/14/20020314BIT01260/wkr0002.pdf