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 has been published on
the Offer website (www.smokefree-offer.com). Shareholders in the
United States should also refer to the section entitled “Special
notice to shareholders in the United States” at the end of this
announcement.
On May 11, 2022, Philip Morris Holland Holdings B.V.1
(“PMHH”), an affiliate of Philip Morris International Inc. (“PMI”),
announced a recommended public offer to the shareholders of Swedish
Match AB (“Swedish Match”) to tender all shares in Swedish Match2
to PMHH (the “Offer”). An offer document regarding the Offer
was made public on June 28, 2022 (the “Offer Document”) and a
supplement to the Offer Document was made public on July 22, 2022.
The acceptance period for the Offer, which commenced on June 29,
2022 and was initially set to expire on September 30, 2022, is now
extended until October 21, 2022.
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.
PMHH has obtained all regulatory, governmental or similar
approvals required for the transaction, including the expiration of
the waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and approval under Brazil’s merger control
regime, other than merger control approval from the European
Commission, which is still pending.
Based on customary pre-notification discussions with the
European Commission, PMHH’s current assessment is that the European
Commission will not complete its review of the transaction before
the expiry of the initial acceptance period on September 30, 2022.
PMHH’s assessment is that the process with the European Commission
will instead be completed during October 2022. Therefore, the Board
of Directors of PMHH has resolved to extend the acceptance period
for the Offer up to and including October 21, 2022 at 17.00 CEST.
Other than the extension of the acceptance period, the terms and
conditions of the Offer remain unchanged.
Settlement will be initiated as soon as PMHH announces that the
conditions for the Offer have been fulfilled or when PMHH otherwise
decides to complete the Offer. If such announcement takes place on
October 24, 2022, at the latest, settlement is expected to be
initiated around October 27, 2022.
PMHH reserves the right to further 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, however, that settlement shall in any
event be made within 7 business days following the expiration of
the acceptance period (provided that the Offer has been declared
unconditional). 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.
The shares tendered in the Offer as of August 8, 2022 amount to
in aggregate 3,637,683 shares in Swedish Match, corresponding to
approximately 0.24 percent3 of the share capital and the voting
rights in Swedish Match.
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 August 9, 2022
at 22.05 p.m. (CEST).
Information about the
Offer
www.smokefree-offer.com
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 Excluding any
treasury shares held by Swedish Match (currently 4,285,810
shares).
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”).
This offer constitutes an "exempt take-over bid" for purpose of
applicable Canadian securities laws and shareholders resident in
Canada are entitled to participate in the Offer on the same terms
as shareholders in other applicable jurisdictions.
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, email,
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
authorized person for the purposes of section 21 of the U.K.
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 that 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 U.K. Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005.
This press release contains statements relating to future
status or circumstances, including statements regarding remaining
requirements and ultimate the success 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 undertake 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”), which are authorized by the
Prudential Regulation Authority (“PRA”) and regulated in the U.K.
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. In the United States, the Offer will
also be made in accordance with certain provisions of the United
States federal securities laws, to the extent applicable, including
Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended, and Regulation 14E thereunder (“Regulation 14E”);
provided that PMHH has requested, and the Division of
Corporation Finance of the U.S. Securities and Exchange Commission
(the “SEC”) has granted, relief exempting the Offer from certain
requirements of Regulation 14E in order to align aspects of the
Offer in which Swedish laws and market practice conflict with U.S.
federal securities laws. Accordingly, the disclosure and procedures
regarding the Offer, 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, may be different from requirements or customary
practices in relation to U.S. domestic tender offers. Holders of
the shares of Swedish Match domiciled or resident in the United
States (the “U.S. Holders”) are encouraged to consult with their
advisers 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
International Financial Reporting Standards (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 the Offer is being 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 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 U.S. Holders 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. U.S. Holders
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, and in reliance on relief granted by the SEC exempting
the Offer from certain of the requirements of Rule 14e-5 under
Regulation 14E, 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 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, affiliates to the financial advisers 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 applicable laws and regulations. Any
information about such purchases will be announced in Swedish and
in an English translation available to the U.S. Holders through
relevant electronic media, including the Offer website at
www.smokefree-offer.com, 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 COMMENT 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 OF THIS PRESS
RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE IN THE UNITED STATES.
For the purposes of this press release, “United States” and
“U.S.” mean the United States of America, including its territories
and possessions and all states of the United States of America and
the District of Columbia.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220809005954/en/
Philip Morris International Investor Relations: New
York: +1 (917) 663 2233 Lausanne: +41 (0)58 242 4666 Email:
InvestorRelations@pmi.com Media Relations: David Fraser
Lausanne: +41 (0)58 242 4500 Email: David.Fraser@pmi.com
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