British American Tobacco said Friday it had offered $47 billion to take full control of Reynolds American, pivoting back to the U.S. market it left 12 years ago as global tobacco companies face growing scrutiny elsewhere.
Reynolds American was formed in 2004 when BAT merged its U.S. subsidiary Brown & Williamson with R.J. Reynolds. The British company has now offered cash and stock worth $56.50 a share for the 57.8% of Reynolds it doesn’t already own, representing a roughly 20% premium to the closing share price Thursday.
BAT said the deal would create the world’s largest listed tobacco company by net sales and operating profit, combining its Dunhill, Lucky Strike, and Pall Mall brands with Reynolds’s Camel and Newport cigarettes.
“The proposed merger of our two great companies is the logical progression in our relationship and offers all shareholders a stake in a stronger, truly global tobacco and next-generation products company,” BAT Chief Executive Nicandro Durante said in a news release.
He noted that Reynolds had further strengthened its business by acquiring Lorillard last year for $25 billion and that the combined companies would a “world-class pipeline” of e-cigarette and other vaping products. The U.S. is the world’s largest e-cigarette market.
Reynolds said its board would evaluate the offer and “respond accordingly.” Wells Fargo analyst Bonnie Herzog told Reuters she expected Reynolds will push for a higher price.
In trading Friday, the company’s shares rose 14% to $53.78.
International tobacco companies had spurned the U.S. for years because of litigation but according to The Wall Street Journal, they “are returning as they confront declining cigarette volumes and expanding regulations around the globe.”
“Thanks to free-speech rights under the First Amendment, U.S. companies are protected from plain-packaging rules like the ones sweeping across Europe that require cigarettes be sold in packages without signature logos and colors,” the Journal noted.
Durante cited “current unique industry and market conditions” for the timing of BAT’s offer. Since Britain’s Brexit vote on June 23, BAT’s shares have jumped 13%, while Reynolds’s have fallen about 7.5%, bringing the companies’ price-to-earnings ratios more in line.