RJR's two offers came in response to Rothmans' September bid of $275 million in cash and stock, and its increased offer last week of $353.7 million in cash, stock and debt. Rothmans has until Dec. 10 to file a third bid.
The board of Santa Fe, which recorded net income of $20.5 million on $78.8 million in net sales last year, is evaluating RJR's most recent offer. If it accepts the offer, the company will be obligated to pay Rothmans $11 million to terminate its earlier merger agreement, according to a Rothmans statement.
Santa Fe would not comment on the deal.