Regulatory News:
Philip Morris International Inc. (NYSE:PM) (SWX:PMI):
This announcement is not an offer,
whether directly or indirectly, in Australia, Hong Kong, Japan, New
Zealand or South Africa or in any other jurisdiction where such
offer pursuant to legislation and regulations in such relevant
jurisdiction would be prohibited by applicable law. Shareholders
not resident in Sweden who wish to accept the Offer (as defined
below) must make inquiries concerning applicable legislation and
possible tax consequences. Shareholders should refer to the offer
restrictions included in the section titled "Important information"
at the end of this announcement and in the offer document which
will be published shortly before the beginning of the acceptance
period for the Offer. Shareholders in the United States should also
refer to the section titled "Special notice to shareholders in the
United States" at the end of this announcement.
Philip Morris Holland Holdings B.V.1 ("PMHH"), an affiliate
of Philip Morris International Inc. ("PMI"), hereby announces a
recommended public offer to the shareholders of Swedish Match AB
("Swedish Match" or the "Company") to tender all shares in Swedish
Match2 to PMHH at a price of SEK 106 in cash per share (the
"Offer"). The shares in Swedish Match are listed on Nasdaq
Stockholm, Large Cap.
Summary
- The shareholders of Swedish Match are offered SEK 106 in cash
per share in Swedish Match.3
- The total value of the Offer amounts to approximately SEK 161.2
billion, corresponding to approximately USD 16.0 billion4.
- The price offered for the shares represents a premium of 39.4
percent compared to the closing share price of SEK 76.06 on May 9,
2022; 39.7 percent compared to the volume-weighted average trading
price of SEK 75.86 during the last 30 trading days ended on May 9,
2022; and 46.6 percent compared to the volume-weighted average
trading price of SEK 72.33 during the last 90 trading days ended on
May 9, 2022.
- The board of directors of Swedish Match recommends that Swedish
Match's shareholders accept the Offer. The recommendation is
supported by a fairness opinion provided by SEB Corporate Finance,
Skandinaviska Enskilda Banken AB (publ) ("SEB Corporate
Finance").
- An offer document regarding the Offer is expected to be made
public on or around June 22, 2022. The acceptance period in the
Offer is expected to commence on or around June 23, 2022 and expire
on or around September 30, 2022.
- The Offer is conditional upon the Offer being accepted to such
extent that PMHH becomes the owner of shares representing more than
90 percent of the total number of outstanding shares in Swedish
Match (on a fully diluted basis). Further, the Offer will be made
on the terms and subject to the conditions 2 – 7 set out below in
this announcement.
Jacek Olczak, Chief Executive Officer of PMI, comments:
"We are pleased to announce this exciting next step in Philip
Morris International's and Swedish Match's trajectory toward a
smoke-free future. Underpinned by compelling strategic and
financial rationale, this combination would create a global
smoke-free champion—strengthened by complementary geographic
footprints, commercial capabilities and product portfolios—and open
up significant platforms for growth in the U.S. and
internationally. Swedish Match's dedicated employees and management
have steadfastly pursued the company's vision of a world without
cigarettes, while delivering very strong results. We look forward
to building upon this success and joining forces to accelerate our
shared smoke-free mission."
Background and reasons for the Offer
In 2016, PMI announced its new mission to replace cigarettes
with science-based, less harmful alternatives as soon as
possible—to the benefit of people who smoke, public health, PMI,
and society. The proof of PMI's commitment to this mission and
strong progress to date is undeniable: In 2015, essentially all of
PMI's net revenues came from cigarettes. In 2021, nearly 30 percent
came from smoke-free products. By 2025, PMI aims to be a
predominantly smoke-free company, with more than half of its net
revenues coming from such products.
While cigarettes represent PMI's past and are part of its
present, they do not represent its future. Since 2008, PMI has
invested more than USD 9 billion in researching, developing, and
commercializing its smoke-free products. PMI has built world-class
scientific assessment capabilities, notably in the areas of
preclinical systems toxicology, clinical and behavioral research,
as well as post-market studies. And it has met the strictest
regulatory requirements for its sector, including in the U.S.,
where the Food and Drug Administration has authorized versions of
PMI's leading heated tobacco product, IQOS, as “modified risk
tobacco products” (MRTPs), finding that exposure modification
orders for these products are appropriate to promote the public
health.
PMI and Swedish Match share a mutual vision of a world without
cigarettes and a strong commitment to developing, scientifically
substantiating, and responsibly commercializing smoke-free products
that are less harmful than cigarettes. PMI values how Swedish Match
has relentlessly pursued tobacco harm reduction through its range
of smoke-free products; received authorizations for its products
via strict regulatory pathways in the U.S.; and reshaped the public
health environment in countries such as Sweden and Norway.
As PMI continues to evolve its business for the long term, it
believes that the two companies would be a perfect pairing of
strategic vision, culture, and enterprise. Together, the companies
would be able to create a global, science-led smoke-free champion,
combining expertise in heated tobacco and oral nicotine—including
multiple MRTP authorizations—as well as PMI's emerging presence in
e-vapor products, to switch more adult smokers to better
alternatives than the two could achieve as separate companies.
Swedish Match would lead the combined company’s oral nicotine
business.
The combination with Swedish Match would position PMI to:
- create a comprehensive smoke-free product portfolio globally,
underpinned by a leading R&D engine for science, innovation,
and growth through the companies' complementary capabilities;
- directly enter and compete in the large, attractive and growing
U.S. smoke-free market by: (i) further supporting and developing
Swedish Match's oral nicotine portfolio in the U.S. and (ii)
leveraging Swedish Match's substantial operational platform in the
U.S. to unlock commercial opportunities across other smoke-free
categories in the coming years; and
- drive accelerated global expansion opportunities for Swedish
Match's oral nicotine products through PMI's international
commercial infrastructure and financial resources.
Therefore, the combination would immediately enhance PMI's
already strong growth profile and support additional opportunities
in the U.S. and internationally over time. It is also expected to
be accretive to adjusted diluted EPS before any synergies, and
excluding transaction-related costs as well as the amortization of
acquired intangibles. Importantly, Swedish Match's operating cash
flow comprises meaningful U.S. dollar net income, thereby improving
PMI's currency profile.
The transaction would result in a combined company with a strong
balance sheet and leverage of approximately 3x net debt to adjusted
EBITDA at closing, with deleveraging anticipated over the next few
years. PMI would continue to target strong investment grade credit
ratings over time, as a growing and highly cash-generative
business. To support deleveraging, PMI has suspended its current
three-year share repurchase program, which began in July 2021. PMI
remains committed to its progressive dividend policy, while
gradually reducing its adjusted diluted EPS payout ratio to around
75% over time.
PMI recognizes that the employees and management team of Swedish
Match have built a highly successful business with an excellent
track record, and PMI has the utmost respect for them. PMI's
current plans for the future business and general strategy, as
described above, do not include any material changes with regard to
Swedish Match's operational sites, or its management and employees,
including their terms of employment. Swedish Match has a
complementary organization with a talented, dedicated workforce,
excellent culture and a strong base of skills in Sweden, the U.S.
and across the world. PMI would intend to nurture this talent and
provide additional opportunities as the companies grow together.
Importantly, PMI intends to provide compensation and benefits
consistent with Swedish Match's current programs, including the
Profit Sharing Foundation in Sweden. In addition, PMI intends to
preserve and develop Swedish Match's operational presence in
Sweden, where much of the Company’s skills base is located, as well
as in Richmond, Virginia, the site of the head office for Swedish
Match's U.S. Division. PMI has no plans to divest the Lights
business.
The Offer
Consideration
The shareholders of Swedish Match are offered SEK 106 in cash
per share in Swedish Match.5
American Depositary Shares representing the right to receive
shares in Swedish Match in connection with unsponsored American
Depositary Receipt programs are not included in the Offer.
If, prior to settlement of the Offer, Swedish Match (i)
distributes dividends6 or (ii) in any other way distributes or
transfers value to its shareholders, the consideration in the Offer
will be reduced accordingly (the “Price Adjustment”). In
such circumstances, PMHH may decide to apply such Price Adjustment
or invoke condition 7 to completion of the Offer (see below).
No commission will be charged by PMHH in respect of the
settlement of the Swedish Match shares tendered to PMHH under the
Offer.
Premiums
The price per share in the Offer represents a premium of7:
- 39.4 percent compared to the closing share price of SEK 76.06
on May 9, 2022 (the last day of trading prior to market speculation
regarding a potential public offer for the Company)8;
- 39.7 percent compared to the volume-weighted average trading
price of SEK 75.86 for the shares during the last 30 trading days
ended on May 9, 2022 (the last day of trading prior to market
speculation regarding a potential public offer for the Company)9;
and
- 46.6 percent compared to the volume-weighted average trading
price of SEK 72.33 for the shares during the last 90 trading days
ended on May 9, 2022 (the last day of trading prior to market
speculation regarding a potential public offer for the
Company)10.
Total value of the Offer
The total value of the Offer, based on all outstanding
1,520,714,190 shares11 in Swedish Match, amounts to approximately
SEK 161.2 billion.12
Statement from the board of directors of Swedish Match and
fairness opinion
The board of directors of Swedish Match has assessed the Offer
and informed PMHH that the board of directors of Swedish Match has
resolved to recommend that the shareholders of Swedish Match accept
the Offer. The board of directors of Swedish Match has further
informed PMHH that the board of directors of Swedish Match has
obtained a fairness opinion from SEB Corporate Finance, according
to which the Offer is fair for Swedish Match's shareholders from a
financial perspective.
PMHH's shareholding in Swedish Match
Neither PMHH nor any closely related companies or closely
related parties own any shares or other financial instruments in
Swedish Match that give financial exposure to Swedish Match's
shares at the time of this announcement, nor has PMHH or any
closely related companies or closely related parties acquired or
taken measures to acquire any shares in Swedish Match or any
financial instruments that give financial exposure to Swedish
Match's shares during the six months preceding this
announcement.
To the extent permissible under applicable law or regulations,
PMHH and its affiliates may acquire, or take measures to acquire,
shares in Swedish Match in other ways than through the Offer.
Information about such acquisitions of shares, or measures to
acquire shares, will be disclosed in accordance with applicable
laws and regulations.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
- the Offer being accepted to such extent that PMHH becomes the
owner of shares representing more than 90 percent of the total
number of outstanding shares in Swedish Match (on a fully diluted
basis)13;
- no other party announcing an offer to acquire shares in Swedish
Match on terms that are more favorable to the shareholders of
Swedish Match than the Offer;
- with respect to the Offer and completion of the acquisition of
Swedish Match, receipt of all necessary regulatory, governmental or
similar clearances, approvals, decisions and other actions from
authorities or similar, including from competition authorities, in
each case on terms which, in PMHH's opinion, are acceptable;
- neither the Offer nor the acquisition of Swedish Match being
rendered wholly or partially impossible or significantly impeded as
a result of legislation or other regulation, any decision of a
court or public authority, or any similar circumstance;
- no circumstances having occurred which could have a material
adverse effect or could reasonably be expected to have a material
adverse effect on Swedish Match's financial position, business or
operation, including Swedish Match's sales, results, liquidity,
equity ratio, equity or assets;
- no information made public by Swedish Match, or otherwise made
available to PMHH by Swedish Match, being inaccurate, incomplete or
misleading, and Swedish Match having made public all information
which should have been made public; and
- Swedish Match not taking any action that is likely to impair
the prerequisites for making or completing the Offer.
PMHH reserves the right to withdraw the Offer in the event that
it is clear that any of the above conditions are not satisfied or
cannot be satisfied. However, with regard to conditions 2 – 7
above, the Offer may only be withdrawn where the non-satisfaction
of such condition is of material importance to PMHH's transaction
with Swedish Match or if otherwise approved by the Swedish
Securities Council (Sw. Aktiemarknadsnämnden).
PMHH reserves the right to waive, in whole or in part, one or
more of the conditions set out above (including, with respect to
condition 1 above, to complete the Offer at a lower level of
acceptance).
Information about PMHH and PMI
PMHH is a Dutch private limited liability company (Besloten
Vennootschap) with corporate registration number 20028955, with
corporate seat and headquarters in Marconilaan 20, 4622RD, Bergen
op Zoom, the Netherlands, indirectly wholly-owned by PMI. PMHH was
incorporated on February 26, 1969. PMHH is a financial holding
company.
PMI is a leading international tobacco company working to
deliver a smoke-free future and evolving its portfolio for the long
term to include products outside of the tobacco and nicotine
sector. PMI's current product portfolio primarily consists of
cigarettes and smoke-free products, including heat-not-burn, vapor
and oral nicotine products, which are sold in markets outside the
U.S. Since 2008, PMI has invested more than USD 9 billion to
develop, scientifically substantiate and commercialize innovative
smoke-free products for adults who would otherwise continue to
smoke, with the goal of completely ending the sale of cigarettes.
This includes the building of world-class scientific assessment
capabilities, notably in the areas of pre-clinical systems
toxicology, clinical and behavioral research, as well as
post-market studies. The U.S. Food and Drug Administration (FDA)
has authorized the marketing of versions of PMI's IQOS Platform 1
devices and consumables as modified risk tobacco products (MRTPs),
finding that exposure modification orders for these products are
appropriate to promote the public health. As of March 31, 2022,
PMI's smoke-free products were available for sale in 71 markets,
and PMI estimates that approximately 12.7 million adults around the
world, excluding Russia and Ukraine, had already switched to IQOS
and stopped smoking. With a strong foundation and significant
expertise in life sciences, in February 2021 PMI announced its
ambition to expand into wellness and healthcare areas and deliver
innovative products and solutions that aim to address unmet
consumer and patient needs.
PMI is an American corporation, incorporated in Virginia and
headquartered in New York City, in the United States of America.
PMI's shares are traded on the New York Stock Exchange.
For more information, please visit www.pmi.com and
www.pmiscience.com.
Financing of the Offer
The consideration payable in respect of the Offer is fully
secured by funds which PMI has undertaken to contribute, directly
or indirectly, to PMHH. PMI's undertaking to contribute funds is
fully secured by funds available to PMI pursuant to debt financing
committed to be provided by Bank of America and Citi on terms which
are customary for the financing of public offers.
The above-mentioned undertaking from PMI and financing will
provide PMHH with sufficient cash resources to satisfy in full the
consideration payable in respect of the Offer and, accordingly,
completion of the Offer is not subject to any financing
condition.
Review of information in connection with the Offer
PMHH has been permitted by the board of directors of Swedish
Match to carry out a limited confirmatory due diligence review of
Swedish Match in connection with the preparation of the Offer.
Except for the interim report for January – March 2022, which will
be made public by Swedish Match on May 11, 2022, Swedish Match has
informed PMHH that no inside information has been disclosed to PMHH
during the process.
Approvals from authorities
The completion of the Offer is conditional upon, inter alia, all
necessary regulatory, governmental or similar clearances,
approvals, decisions and other actions from authorities or similar,
including from competition authorities being obtained, in each case
on terms which, in PMHH's opinion, are acceptable.
According to PMHH's assessment, the transaction will require
customary merger control approvals (and foreign direct investment
approvals) including in the European Union, the United States, and
Brazil. PMHH has initiated the work on filings relevant for the
transaction. PMHH expects relevant clearances to be obtained prior
to the end of the acceptance period.
Statement from the Swedish Securities Council
The Swedish Securities Council has in its ruling AMN 2022:20
granted an exemption from Rule II.7 of the Takeover Rules for
Nasdaq Stockholm (the "Takeover Rules") and allowed PMHH to
set the initial acceptance period in the Offer to up to 15 weeks
from publication of the offer document.
AMN 2022:20 will be available in its entirety on the Swedish
Securities Council's website (www.aktiemarknadsnamnden.se).
Preliminary timetable14
Publication of the offer document
June 22, 2022
Acceptance period
June 23, 2022 – September 30, 2022
Commencement of settlement
Week of October 3, 2022
PMHH reserves the right to extend the acceptance period and, to
the extent necessary and permissible, will do so in order for the
acceptance period to cover applicable decision-making procedures at
relevant authorities. PMHH also reserves the right to postpone the
settlement date. PMHH will announce any extension of the acceptance
period and/or postponement of the settlement date by a press
release in accordance with applicable laws and regulations.
Compulsory redemption proceedings and delisting
As soon as possible after PMHH has acquired shares representing
more than 90 percent of the total number of shares in Swedish
Match15, PMHH intends to commence compulsory redemption proceedings
under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551))
to acquire all remaining shares in Swedish Match. In connection
therewith, PMHH intends to promote delisting of Swedish Match's
shares from Nasdaq Stockholm.
Applicable law and disputes
The Offer, as well as any agreements entered into between PMHH
and the shareholders in Swedish Match as a result of the Offer,
shall be governed and construed in accordance with substantive
Swedish law. Any dispute regarding the Offer, or which arises in
connection therewith, shall be settled exclusively by Swedish
courts, and the Stockholm District Court (Sw. Stockholms tingsrätt)
shall be the court of first instance.
The Takeover Rules and the Swedish Securities Council's
statements and rulings regarding interpretation and application of
the Takeover Rules are applicable to the Offer. PMHH has, in
accordance with the Swedish Act on Public Takeovers on the Stock
Market (Sw. lagen (2006:451) om offentliga uppk�pserbjudanden på
aktiemarknaden), on May 10, 2022, undertaken to Nasdaq Stockholm AB
("Nasdaq") to fully comply with such rules and statements
and to be subject to any sanctions that may be imposed by Nasdaq in
event of a breach of the Takeover Rules. On May 11, 2022, PMHH
informed the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) about the Offer and the above-mentioned
undertaking towards Nasdaq.
Advisors
BofA Securities and Citigroup Global Markets Limited are acting
as financial advisors to PMHH in connection with the Offer.
Roschier Advokatbyrå (lead counsel), DLA Piper (international
counsel), Clifford Chance, and Davis Polk & Wardwell are legal
advisors to PMHH in connection with the Offer.
Philip Morris Holland Holdings B.V. The board
of directors
***
For additional information, please
contact:
Investor Relations:
Media:
New York: +1 (917) 663 2233
David Fraser
Lausanne: +41 (0)58 242 4666
Lausanne: +41 (0)58 242 4500
InvestorRelations@pmi.com
David.Fraser@pmi.com
For administrative questions regarding the Offer, please contact
your bank or the nominee registered as holder of your shares.
The information was submitted for publication on May 11, 2022 at
7.30 a.m. (CEST).
Information about the
Offer
www.smokefree-offer.com
Important information
This press release has been published in Swedish and English.
In the event of any discrepancy in content between the two language
versions, the Swedish version shall prevail.
This announcement is not an offer, whether directly or
indirectly, in Australia, Hong Kong, Japan, New Zealand or South
Africa or in any other jurisdiction where such offer pursuant to
legislation and regulations in such relevant jurisdiction would be
prohibited by applicable law (each a "Restricted
Jurisdiction").
The release, publication or distribution of this press
release in or into jurisdictions other than Sweden may be
restricted by law and therefore any persons who are subject to the
laws and regulations of any jurisdiction other than Sweden should
inform themselves about, and observe any applicable requirements.
In particular, the ability of persons who are not resident in
Sweden to accept the Offer may be affected by the laws and
regulations of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws and regulations of
any such jurisdiction. To the fullest extent permitted by
applicable laws and regulations, the companies and persons involved
in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purpose of
complying with Swedish law, the Takeover Rules and the Swedish
Securities Council's rulings regarding interpretation and
application of the Takeover Rules and the information disclosed may
not be the same as that which would have been disclosed if this
press release had been prepared in accordance with the laws and
regulations of jurisdictions other than Sweden.
Unless otherwise determined by PMHH or required by Swedish
law, the Takeover Rules and the Swedish Securities Council's
rulings regarding interpretation and application of the Takeover
Rules, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction or any other jurisdiction where to
do so would violate the laws and regulations in that jurisdiction
and no person may accept the Offer by any use, means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction or any
other jurisdiction where to do so would constitute a violation of
the laws and regulations of that jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of this press release and any
formal documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws and regulations of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in or into or from any Restricted Jurisdiction or any
other jurisdiction where to do so would constitute a violation of
the laws and regulations of that jurisdiction.
The availability of the Offer to shareholders of Swedish
Match who are not resident in and citizens of Sweden may be
affected by the laws and regulations of the relevant jurisdictions
in which they are respectively located or of which they are
citizens. Persons who are not resident in or citizens of Sweden
should inform themselves of, and abide by, any applicable legal or
regulatory requirements of their jurisdictions.
The Offer and the information and documents contained in this
press release are not being made and have not been approved by an
authorised person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly,
the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom, unless an exemption applies. The
communication of the information and documents contained in this
press release is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is a
communication by or on behalf of a body corporate which relates to
a transaction to acquire day to day control of the affairs of a
body corporate; or to acquire 50 percent or more of the voting
shares in a body corporate, within article 62 of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order
2005.
This press release contains statements relating to future
status or circumstances, including statements regarding the success
of the acquisition, future performance, growth and other trend
projections and other benefits of the acquisition, that are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements may generally, but not always, be identified by
the use of words such as "anticipates", "intends", "expects",
"believes", or similar expressions. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There can be no assurance that actual results will
not differ materially from those expressed or implied by these
forward-looking statements due to many factors, many of which are
outside the control of PMI and PMHH. Any such forward-looking
statements speak only as of the date on which they are made and PMI
and PMHH have no obligation (and undertakes no such obligation) to
update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance
with applicable laws and regulations.
Merrill Lynch International (“BofA Securities”) and Citigroup
Global Markets Limited ("Citi") (and/or any of its affiliates)
which are authorised by the Prudential Regulation Authority (“PRA”)
and regulated in the UK by the Financial Conduct Authority (“FCA”)
and the PRA, are acting as financial advisers for PMHH and for no
one else in connection with the Offer and will not be responsible
to anyone other than PMHH for providing the protections afforded to
their respective clients or for providing advice in connection with
the Offer or any other matters referred to in this announcement.
Neither BofA Securities, Citi, nor any of their respective
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of BofA
Securities or Citi, respectively, in connection with this
announcement, any statement contained herein, the Offer or
otherwise.
Special notice to shareholders in the United States
The Offer described in this press release is made for the
issued and outstanding shares of Swedish Match, a company
incorporated under Swedish law, and is subject to Swedish
disclosure and procedural requirements, which may be different from
those of the United States. The Offer is made in the United States
pursuant to Section 14(e) of the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act") and Regulation 14E
thereunder, to the extent applicable, and otherwise in compliance
with the disclosure and procedural requirements of Swedish law,
including with respect to withdrawal rights, the Offer timetable,
notices of extensions, announcements of results, settlement
procedures (including as regards to the time when payment of the
consideration is rendered) and waivers of conditions, which may be
different from requirements or customary practices in relation to
U.S. domestic tender offers. The offeror’s ability to waive the
conditions to the Offer (both during and after the end of the
acceptance period) and the shareholders’ ability to withdraw their
acceptances, may not be the same under a tender offer governed by
Swedish law as under a tender offer governed by U.S. law. Holders
of the shares of Swedish Match domiciled in the United States (the
"U.S. Holders") are encouraged to consult with their own advisors
regarding the Offer.
Swedish Match's financial statements and all financial
information included herein, or any other documents relating to the
Offer, have been or will be prepared in accordance with IFRS and
may not be comparable to the financial statements or financial
information of companies in the United States or other companies
whose financial statements are prepared in accordance with U.S.
generally accepted accounting principles. The Offer is made to the
U.S. Holders on the same terms and conditions as those made to all
other shareholders of Swedish Match to whom an offer is made. Any
information documents, including the offer document, are being
disseminated to U.S. Holders on a basis comparable to the method
pursuant to which such documents are provided to Swedish Match's
other shareholders.
The Offer, which is subject to Swedish law, is being made to
the U.S. Holders in accordance with the applicable U.S. securities
laws, and applicable exemptions thereunder. To the extent the Offer
is subject to U.S. securities laws, those laws only apply to U.S.
Holders and thus will not give rise to claims on the part of any
other person. The U.S. Holders should consider that the price for
the Offer is being paid in SEK and that no adjustment will be made
based on any changes in the exchange rate.
It may be difficult for Swedish Match's shareholders to
enforce their rights and any claims they may have arising under the
U.S. federal or U.S. state securities laws in connection with the
Offer, since Swedish Match and PMHH are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. Swedish Match's shareholders may not be able to sue Swedish
Match or PMHH or their respective officers or directors in a
non-U.S. court for violations of U.S. securities laws. Further, it
may be difficult to compel Swedish Match or PMHH and/or their
respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
To the extent permissible under applicable law or
regulations, PMHH and its affiliates or its brokers and its
brokers' affiliates (acting as agents for PMHH or its affiliates,
as applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase shares of Swedish Match outside the
United States, or any securities that are convertible into,
exchangeable for or exercisable for such shares. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices, and information about
such purchases will be disclosed by means of a press release or
other means reasonably calculated to inform U.S. Holders of such
information, to the extent required by applicable laws and
regulations. In addition, the financial advisors to PMHH may also
engage in ordinary course trading activities in securities of
Swedish Match, which may include purchases or arrangements to
purchase such securities as long as such purchases or arrangements
comply with the applicable laws and regulations. Any information
about such purchases will be announced in Swedish and in a
non-prevailing English translation available to the U.S. Holders
through relevant electronic media if, and to the extent, such
announcement is required under applicable Swedish or U.S. law,
rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder
may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each shareholder is urged to consult an
independent professional adviser regarding the tax consequences of
accepting the Offer. Neither PMHH nor any of its affiliates and
their respective directors, officers, employees or agents or any
other person acting on their behalf in connection with the Offer
shall be responsible for any tax effects or liabilities resulting
from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY
U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE
OFFER, MADE ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER,
MADE ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS
RELEASE OR MADE ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS
RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
__________________________ 1 A Dutch private limited liability
company (Besloten Vennootschap), with corporate registration number
20028955 and corporate seat in Bergen op Zoom, the Netherlands,
indirectly wholly-owned by PMI. 2 Excluding any treasury shares
held by Swedish Match (currently 4,285,810 shares). 3 Corresponding
to approximately USD 10.54 per share, based on a USD/SEK exchange
rate of 10.0564 as of May 10, 2022. 4 Based on a USD/SEK exchange
rate of 10.0564 as of May 10, 2022. 5 Corresponding to
approximately USD 10.54 per share, based on a USD/SEK exchange rate
of 10.0564 as of May 10, 2022. 6 Including, for the avoidance of
doubt, the resolved dividend payment of SEK 0.93 per share with
record date for the payment on November 14, 2022, and expected date
for payment through Euroclear Sweden on November 17, 2022. 7 Source
for Swedish Match's share prices: Nasdaq Stockholm. 8 Representing
a premium of 11.6 percent compared to the closing price of SEK
95.00 on May 10, 2022 (the last day of trading prior to this
announcement). 9 Representing a premium of 31.7 percent compared to
the volume-weighted average trading price of SEK 80.51 during the
last 30 trading days ended on May 10, 2022 (the last day of trading
prior to this announcement). 10 Representing a premium of 43.4
percent compared to the volume-weighted average trading price of
SEK 73.94 during the last 90 trading days ended on May 10, 2022
(the last day of trading prior to this announcement). 11 Excluding
any treasury shares held by Swedish Match (currently 4,285,810
shares). 12 Corresponding to approximately USD 16.0 billion, based
on a USD/SEK exchange rate of 10.0564 as of May 10, 2022. 13
Excluding any treasury shares held by Swedish Match (currently
4,285,810 shares). 14 All dates are preliminary and may be subject
to change. 15 Excluding any treasury shares held by Swedish Match
(currently 4,285,810 shares).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220510006510/en/
Philip Morris International Investor Relations:
New York: +1 (917) 663 2233 Lausanne: +41 (0)58 242 4666
InvestorRelations@pmi.com
Media: David Fraser Lausanne: +41 (0)58 242 4500
David.Fraser@pmi.com
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