- The Vectura board have unanimously recommended PMI's
165p-per-share offer to shareholders
- The board cited PMI’s superior cash price offered to Vectura
shareholders, and the benefit to stakeholders from PMI's
significant financial resources, commitment to enhanced research
and development, and autonomy as factors contributing to their
decision
Philip Morris International Inc. (PMI) (NYSE: PM) today
announced it has published an offer document with U.K.-based
Vectura Group plc (Vectura) (LSE: VEC) in connection with the
recommended cash offer to acquire the inhaled therapeutics company.
Under the terms of the acquisition, Vectura shareholders would be
entitled to receive 165 pence per share, a 60% premium to the
ex-dividend closing price of 103 pence per Vectura share on May 25,
2021.1
“PMI’s acquisition of Vectura is part of our long-term strategy
to transform PMI by investing in scientific excellence and
leveraging its capabilities and expertise,” said PMI’s Chief
Executive Officer, Jacek Olczak. “Our investment will accelerate
the development and delivery of inhaled therapeutics to address
many of today’s unmet medical needs. We look forward to working
with Vectura’s great people as we embark on the next stage of our
transformation.”
PMI’s proposed acquisition of Vectura is part of its long-term
strategy, as outlined in its 2020 Integrated Report and will
provide support for Vectura’s continued growth as:
- PMI will build on its leading scientific
capabilities to develop products and services that go Beyond
Nicotine. PMI aims to achieve at least $1 billion in annual net
revenues from Beyond Nicotine sources in 2025.
- PMI’s business model and strategy are
driven by a long-term commitment to the transformation of its
business and not a search for short-term gains and efficiency.
Since 2008, PMI has invested $8.1 billion in the research,
development, and commercialization of new smoke-free products for
adults who would otherwise continue to smoke. PMI’s track record of
investing in innovation exemplifies its commitment to invest the
time and resources it takes to allow for scientific innovation of
better products. In a 2017 letter to shareholders, PMI reaffirmed
its commitment to fundamentally change its business.
- PMI's commitment to transform itself
requires an evolution into different industries with the
application of its significant expertise in the inhalation space to
address unmet medical and consumer needs by delivering products and
solutions that improve people's lives. This is a change that, like
so many other companies, reflects the need to transform around both
ESG and broader goals of improving the world in which we all
live.
- PMI’s Beyond Nicotine strategy is built on
two key growth areas: (1) inhaled therapeutics, where it has
already committed resources to its development pipeline of inhaled
over-the-counter and prescription products; and (2) developing and
commercializing scientifically substantiated consumer health
products and solutions that improve people’s lives in areas like
energy, sleep, calm, and focus.
- PMI has the resources, commitment, and
patience to advance Vectura’s existing strategy, further it
geographically, and extend into the development of proprietary
inhaled therapeutic products, alongside the existing CDMO business.
The market for inhaled therapeutics is growing rapidly, with
significant potential to expand into new application areas beyond
the current market offering. With PMI’s support, Vectura is well-
positioned to address this market growth.
- PMI strongly supports and is aligned with
Vectura’s strategy of delivering drugs through inhalation using
innovative technology that can effectively address many of today’s
unmet medical needs. The inhalation mode of administration allows
for fast systemic absorption, potential fast onset of effect, and a
better safety profile due to the lower dose needed compared to the
standard of care today.
- PMI intends to ensure Vectura remains a
trusted partner in the pharmaceutical industry for the development
of inhaled therapeutic products, providing the best possible
treatments for providers, prescribers, and their patients.
- PMI intends to increase the total level of
expenditure on research and development that it believes will
further benefit Vectura’s differentiated technologies and
development expertise for the delivery of complex inhaled
therapeutics.
- Vectura can help bring the initial pipeline
of Beyond Nicotine concepts that PMI has developed or acquired to
market. This will exemplify PMI’s strategy and give increased
confidence in its transformation to the scientific community and to
the public.
- Beyond supporting Vectura’s growth, PMI
believes these investments will support the scientific ecosystem in
the U.K. for the longer term, in line with the U.K.’s life sciences
strategy and in keeping with the U.K.’s position as a major
scientific innovator.
- PMI’s significant expertise in
aerosolization and inhalation forms the foundation of a
science-based company that will continue to apply its skills to
life sciences. PMI has developed expertise in pre-clinical and
clinical studies, as well as behavioral research and post-market
studies, to meet the highest regulatory standards, including
receiving authorizations from the U.S. Food and Drug Administration
(FDA).
- Operating Vectura as an autonomous business
unit forming the backbone of its inhaled therapeutics business, PMI
will give Vectura the opportunity and tools to undertake the
end-to-end development of inhalable drug-device combinations and
will provide access to PMI’s capabilities in areas such as
pre-clinical safety, clinical development, regulatory affairs, drug
safety, market access, and global reach.
- We look forward to working with Vectura’s
scientists to establish a governance structure that supports its
ongoing scientific efforts.
Vectura is a provider of innovative inhaled drug delivery
solutions that enable partners to bring their medicines to
patients. The company has 13 key inhaled and 11 non-inhaled
products marketed by major global pharmaceutical partners, as well
as a diverse portfolio of partnerships for drugs in clinical
development. In 2020, Vectura generated net revenues of GBP 191
million (approximately USD 245 million). The transaction value
represents a multiple of around 15 times Vectura’s 2020 EBITDA.
The Offer will initially remain open for acceptance until 1:00
p.m. (London time) on September 15, 2021.
PMI will fund the transaction with existing cash and expects it
to close in the second half of 2021, subject to receipt of
acceptances of the offer and approval by the appropriate regulatory
authorities. PMI expects the impact of the acquisition on its
full-year 2021 adjusted diluted EPS to be immaterial.
A copy of the recommended cash offer announcement will be made
available on www.pmi.com/investor-relations
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly
historical, including statements regarding the proposed acquisition
of Vectura, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined businesses,
and any other statements regarding events or developments that we
believe or anticipate will or may occur in the future, may be
“forward- looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995, and involve a number of
risks and uncertainties.
There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by
such forward-looking statements, and you should not place undue
reliance on any such forward-looking statements. These factors
include risks and uncertainties related to, among other things: (1)
the inability to consummate the acquisition in a timely manner; (2)
the inability to complete the acquisition due to the failure to
obtain acceptances from a sufficient number of Vectura shareholders
in respect of PMI's offer or the failure to satisfy other
conditions to complete the acquisition, including any required
regulatory approvals; (3) the failure of the acquisition to close
for any other reason; (4) the possibility that the integration of
Vectura and its operations with those of PMI may be more difficult
and/or take longer than anticipated, and may not accelerate PMI’s
desired entry into additional smoke-free and Beyond Nicotine
platforms as quickly as anticipated; (5) the possibility that
Vectura’s integration into PMI may be more costly than anticipated
and may have unanticipated adverse results relating to Vectura or
PMI’s existing businesses; (6) the inability to gain access to
differentiated proprietary technology and pharmaceutical
development expertise as anticipated by the acquisition of Vectura;
(7) the effect of the announcement of PMI’s offer to acquire
Vectura on PMI’s, Vectura’s, or the combined company’s respective
business relationships, operating results, and business generally;
(8) risks associated with third-party contracts containing consent
and/or other provisions that may be triggered by the proposed
acquisition; (9) negative effects of the announcement or the
consummation of the acquisition on the market price of PMI’s common
stock; (10) the ability of PMI to hire and/or retain key personnel
of Vectura; and (11) other factors that may affect future results
of the combined company described in the section entitled “Risk
Factors” in PMI’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, PMI’s Form 10-Q for the quarter ended June
30, 2021, and other filings of PMI with the Securities and Exchange
Commission. The forward-looking statements made herein speak only
as of the date hereof, and PMI does not assume any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events and developments, or
otherwise, except as required by law.
Philip Morris International: Delivering a Smoke-Free
Future
Philip Morris International (PMI) is leading a transformation in
the tobacco industry to create a smoke-free future and ultimately
replace cigarettes with smoke-free products to the benefit of
adults who would otherwise continue to smoke, society, the company,
its shareholders and its other stakeholders. PMI is a leading
international tobacco company engaged in the manufacture and sale
of cigarettes, as well as smoke-free products, associated
electronic devices and accessories, and other nicotine-containing
products in markets outside the U.S. In addition, PMI ships
versions of its IQOS Platform 1 device and consumables to Altria
Group, Inc. for sale under license in the U.S., where these
products have received marketing authorizations from the U.S. Food
and Drug Administration (FDA) under the premarket tobacco product
application (PMTA) pathway; the FDA has also authorized the
marketing of a version of IQOS and its consumables as a Modified
Risk Tobacco Product (MRTP), finding that an exposure modification
order for these products is appropriate to promote the public
health. PMI is building a future on a new category of smoke-free
products that, while not risk-free, are a much better choice than
continuing to smoke. Through multidisciplinary capabilities in
product development, state-of-the-art facilities and scientific
substantiation, PMI aims to ensure that its smoke-free products
meet adult consumer preferences and rigorous regulatory
requirements. PMI’s smoke-free product portfolio includes
heat-not-burn and nicotine-containing vapor products. As of June
30, 2021, PMI’s smoke-free products are available for sale in 67
markets in key cities or nationwide, and PMI estimates that
approximately 14.7 million adults around the world have already
switched to IQOS and stopped smoking. For more information, please
visit www.pmi.com and www.pmiscience.com.
1 Being the last business day prior to the commencement of the
offer period.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210816005588/en/
Philip Morris International David Fraser T. +41 (0)79 843 8603
E. david.fraser@pmi.com
Philip Morris (NYSE:PM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Philip Morris (NYSE:PM)
Historical Stock Chart
From Sep 2023 to Sep 2024