Tobacco Documents Online

11N) StwlaI 1111 l:~mq11u1y. t?1 ::cvulh Min:un~rc: Avunun, ::1 1~~~dti. Miqnca~rl ti31U!., (314) HRt/ I!/1 1 0-/ In/aabe )MMl 1 1)A )1 i ti i u~da~•1 rs t aa I aihloo St. Louis, Mo., Mon., May 1, 1978 -- The Seven-Up Company announced that it was informed last evening by Philip Morris Incorporated that Philip Morris intended to make an unsolicited conditional tender offer for Seven-Up common shares at $41 per share. The offer would be conditioned upon the acceptance by holders of a majority of Seven-Up's common stock. About 51% of Seven-Up's common stock is closely held, principally by the Company's three founding families. Last Friday, Philip Morris sought unsuccessfully to purchase Seven-Up shares from the estate of a recently deceased founding fami ly member. All family members contacted last night by Seven-Up, who control in excess of 45% of the Company's outstanding stock, stated that they do not intend to accept the proposed Philip Morris tender offer. At the time Seven-Up was advised of the proposed tender, Philip Morris said it would not proceed if Seven-Up would immediately enter into, and publicly announce jointly, merger negotiations. Seven-Up did not acquiesce in this procedure. The merger plan involved an exchange of a new class of Philip Morris convertible preferred stock or, in lieu thereof, the right to receive $41 in cash for up to 45% of Seven-Up stock. ff# M 0 7UP World Headquarters, Public Relations Department • Western Union TWX 1-910-761-0513, Cable SEVENUPCO PART II EXHIBIT 3 -16-