Rothmans Inc. mails directors' circular to shareholders recommending acceptance of C$30 per share all cash offer



    Trading: TSX: ROC

    TORONTO, Aug. 7 /CNW/ - Rothmans Inc. ("Rothmans" or the "Company")
announced today that Philip Morris International Inc. ("PMI") has mailed its
previously announced offer to all Rothmans shareholders to purchase all of the
outstanding common shares of Rothmans for $C30.00 per share in cash (the
"Offer"). The Offer and the take-over bid circular of PMI are accompanied by
Rothmans' directors' circular which confirms that the Rothmans Board of
Directors, acting upon the unanimous recommendation of its Special Committee,
has determined that the Offer is fair from a financial point of view to the
shareholders of Rothmans and is in the best interests of the Company and that
the Rothmans Board of Directors is recommending that the shareholders accept
the Offer and tender their common shares to the Offer.
    The Offer is open for acceptance at any time prior to midnight (Vancouver
time) at the end of September 11, 2008 unless withdrawn or extended. The Offer
is subject to certain conditions, which are described in the take-over bid
circular of PMI and Rothmans' directors' circular.
    Full details of the Offer are contained in the take-over bid circular of
PMI and related materials and Rothmans' directors' circular, copies of which
are available on SEDAR at www.sedar.com and on the Rothmans website at
www.rothmansinc.ca.

    Forward Looking Statements

    Certain statements contained in this release may constitute
"forward-looking statements" and express views as to future events,
circumstances and trends relating to the business of RBH and Rothmans Inc.
Words such as "plans", "intends", "outlook", "expects", "anticipates",
"estimates", "believes", "should" and similar expressions may identify
forward-looking statements. Forward-looking statements are based on
management's current expectations and assumptions and entail various risks and
uncertainties. There is no assurance that any forward-looking statement will
materialize. Actual results may differ materially from these expectations and
forward-looking statements, if known and unknown risks or uncertainties affect
RBH's business or Rothmans Inc., or if management's expectations or
assumptions prove to be inaccurate. Factors that could cause actual results to
differ materially from the forward-looking statements contained herein
include, but are not limited to: the ability of Rothmans and PMI to satisfy or
complete the conditions of the Offer as required by the support agreement; the
availability of regulatory approvals required for completion of the Offer;
Rothmans and PMI's abilities to complete a second-step transaction; and
Rothmans and PMI's abilities to fund the payment of any required termination
fees. Rothmans Inc. disclaims any obligation or intention to update or revise
any forward-looking statement, whether the result of new information, future
events or otherwise, except as otherwise required by applicable law.
Additional information concerning risks and uncertainties affecting Rothmans
and its 60%-owned subsidiary, Rothmans, Benson & Hedges Inc. ("RBH") is
contained in the Company's filings with the Canadian securities regulatory
authorities, including the Company's Annual Information Form (in particular
under "Legal Proceedings" and "Risk Factors") available on SEDAR at
www.sedar.com or on the Company's website at www.rothmansinc.ca.





For further information:

For further information: Barry Joslin, (416) 442-3634

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ROTHMANS INC.

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