Delivers significant value for stockholders
while positioning Vector Group for long-term success
Vector Group Ltd. (NYSE: VGR) today announced that it has
entered into a definitive agreement to be acquired by JT Group, a
global company headquartered in Tokyo, Japan, operating in tobacco,
pharmaceuticals and processed food. JT Group’s global tobacco
business, headquartered in Geneva, Switzerland, manufactures and
sells some of the world’s best-known brands in over 130 markets
worldwide – including Winston and Camel (outside the U.S.), as well
as MEVIUS and LD.
Under the terms of the agreement, JT Group will offer to acquire
all outstanding shares of Vector Group common stock for $15.00 per
share in cash, which represents a premium of 29.9% over the 60-day
volume-weighted average share price, or approximately $2.4 billion
of total equity value (in addition to redemption or repayment of
debt), through a tender offer and second-step merger. The Boards of
Directors of both companies have unanimously approved the merger
agreement. Details regarding the process will be available in
Vector Group’s Recommendation Statement for the tender offer, which
Vector Group will file shortly with the Securities and Exchange
Commission (“SEC”). After closing, Vector Group will become a
wholly owned subsidiary of JT Group.
“Vector Group and JT Group share a commitment to quality and
excellence and providing consumers an outstanding value proposition
in the U.S. cigarette market,” said Howard M. Lorber, President and
Chief Executive Officer of Vector Group Ltd. “This transaction
delivers significant value to Vector Group stockholders and creates
opportunities for our employees, who will become part of a leading
global organization. Vector Group has an incredibly talented team
who have been completely dedicated to building a strong business.
JT Group has deep respect for Liggett Vector Brands’ legacy of
value-focused, quality products and looks forward to continuing to
meet customers’ evolving needs.”
The transaction is subject to customary closing conditions,
including the tender of a majority of the outstanding shares of
Vector Group and the receipt of applicable regulatory approvals.
The transaction is expected to close in the fourth quarter of
2024.
Jefferies LLC served as exclusive financial advisor and Sullivan
& Cromwell LLP served as legal advisor to Vector Group. J.P.
Morgan Securities LLC and J.P. Morgan Securities plc are serving as
exclusive financial advisor to JT Group, Ernst & Young Tax Co.
is acting as its financial and tax advisor and Freshfields
Bruckhaus Deringer US LLP is acting as its legal advisor.
About Vector Group
Vector Group is a holding company for Liggett Group LLC, Vector
Tobacco LLC and New Valley LLC. Additional information concerning
the company is available on the Company's website,
www.VectorGroupLtd.com.
Investors and others should note that we may post information
about the Company or its subsidiaries on our website at
www.VectorGroupLtd.com and/or at the websites of those subsidiaries
or, if applicable, on their accounts on LinkedIn, Twitter or other
social media platforms. It is possible that the postings or
releases could include information deemed to be material
information. Therefore, we encourage investors, the media and
others interested in the Company to review the information we post
on our website at www.VectorGroupLtd.com, on the websites of our
subsidiaries and on their social media accounts.
Additional Information and Where to Find it
The tender offer described in this communication has not yet
commenced. This communication is neither an offer to purchase nor a
solicitation of an offer to sell shares of Vector Group. At the
time the offer is commenced, JTI (US) Holding Inc. and its merger
subsidiary, Vapor Merger Sub Inc., will file a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission, and Vector Group will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the offer. Vector Group stockholders and other
investors are urged to read the tender offer materials (including
an Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement, as they may be amended from time to time, when they
become available because they will contain important information
that should be read carefully before any decision is made with
respect to the tender offer. These materials will be sent free
of charge to all stockholders of Vector Group. In addition, all of
these materials (and all other materials filed by Vector Group with
the SEC) will be available at no charge from the SEC through its
website at www.sec.gov. Investors and security holders may also
obtain free copies of the documents filed with the SEC by Vector
Group at www.VectorGroupLtd.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, may
be forward-looking statements. These forward-looking statements may
be accompanied by such words as “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “plan,”
“potential,” “project,” “target,” “should,” “likely,” “will” and
other words and terms of similar meaning. Forward-looking
statements include, among other things, statements regarding the
potential benefits of the proposed transaction; the prospective
performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for Vector Group’s
business; filings and approvals relating to the transaction; the
expected timing of the completion of the transaction; the ability
to complete the transaction considering the various closing
conditions; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties.
Risks and uncertainties that could cause the actual results to
differ from expectations contemplated by forward-looking statements
include: uncertainties as to the timing of the tender offer and
merger; the risk that the proposed transaction may not be completed
in a timely manner or at all; uncertainties as to how many of
Vector Group’s stockholders will tender their stock in the offer;
the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; the effect of this
announcement or pendency of the proposed transaction on Vector
Group’s ability to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers and others
with whom it does business, its business generally or its stock
price; risks related to diverting management’s attention from
Vector Group’s ongoing business operations; the risk that
stockholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; other business effects, including the effects of
industry, economic or political conditions outside of Vector
Group’s control; transaction costs; and other risks and
uncertainties detailed from time to time in documents filed with
the Securities and Exchange Commission (“SEC”) by Vector Group,
including Vector Group’s current annual report on Form 10-K on file
with the SEC, as well as the Schedule 14D-9 to be filed by Vector
Group and the tender offer documents to be filed by JTI (US)
Holding Inc. and Vapor Merger Sub Inc.
Vector Group is providing the information in this filing as of
this date and assumes no obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240820090283/en/
Investor Relations J. Bryant Kirkland III, Vector Group
Ltd. 305-579-8000
Media FGS Global 212-687-8080 (U.S.)
VectorGroup@fgsglobal.com
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