Vector Group Ltd/New Valley Corporation
Filed by Vector Group Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(j)
under the Securities Exchange Act of 1934
Subject Company: New Valley Corporation
Commission File No. 1-2493
December 8, 2005
FOR IMMEDIATE RELEASE
Contact: Paul Caminiti/Brandy Bergman/Carrie Bloom
Citigate Sard Verbinnen
212/687 8080
VECTOR GROUP STOCKHOLDERS APPROVE ACQUISITION OF NEW VALLEY
MIAMI, FL, December 8, 2005 Vector Group Ltd. (NYSE: VGR) announced today that
stockholders have approved the issuance of Vector Group shares in the acquisition of New Valley
Corporation (NASDAQ: NVAL) in a vote at a special meeting of Vector Group stockholders held today,
with over 98% of the votes cast in favor of the transaction.
At the special meeting, Vector Group stockholders voted to approve the issuance of shares of
Vector Groups common stock in connection with the previously announced exchange offer to exchange
0.54 shares of Vector Group common stock for each outstanding common share of New Valley that
Vector Group does not already own. If New Valleys stockholders choose to tender their shares,
Vector Group would issue approximately 5.2 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% of the outstanding common shares of New Valley at the completion of the exchange
offer, and other customary conditions.
The exchange offer will expire at 5:00 p.m. New York City time, on Friday, December 9, 2005,
unless the Company further extends the exchange offer.
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 and the amended Registration
Statement and
Schedule TO when they become available. 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).
* * *
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.