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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K



CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2021



Philip Morris International Inc.
(Exact name of registrant as specified in its charter)

Virginia
1-33708
13-3435103
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

120 Park Avenue New York New York 10017-5592
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (917) 663-2000
(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Securities registered pursuant to Section 12(b) of the Act:

Title of each class                     Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PM New York Stock Exchange
2.900% Notes due 2021 PM21A New York Stock Exchange
2.625% Notes due 2022 PM22A New York Stock Exchange
2.375% Notes due 2022 PM22B New York Stock Exchange
2.500% Notes due 2022 PM22 New York Stock Exchange
2.500% Notes due 2022 PM22C New York Stock Exchange
2.625% Notes due 2023 PM23 New York Stock Exchange
2.125% Notes due 2023 PM23B New York Stock Exchange
3.600% Notes due 2023 PM23A New York Stock Exchange


Title of each class                     Trading Symbol(s) Name of each exchange on which registered
2.875% Notes due 2024 PM24 New York Stock Exchange
2.875% Notes due 2024 PM24C New York Stock Exchange
0.625% Notes due 2024 PM24B New York Stock Exchange
3.250% Notes due 2024 PM24A New York Stock Exchange
2.750% Notes due 2025 PM25 New York Stock Exchange
3.375% Notes due 2025 PM25A New York Stock Exchange
2.750% Notes due 2026 PM26A New York Stock Exchange
2.875% Notes due 2026 PM26 New York Stock Exchange
0.125% Notes due 2026 PM26B New York Stock Exchange
3.125% Notes due 2027 PM27 New York Stock Exchange
3.125% Notes due 2028 PM28 New York Stock Exchange
2.875% Notes due 2029 PM29 New York Stock Exchange
3.375% Notes due 2029 PM29A New York Stock Exchange
0.800% Notes due 2031 PM31 New York Stock Exchange
3.125% Notes due 2033 PM33 New York Stock Exchange
2.000% Notes due 2036 PM36 New York Stock Exchange
1.875% Notes due 2037 PM37A New York Stock Exchange
6.375% Notes due 2038 PM38 New York Stock Exchange
1.450% Notes due 2039 PM39 New York Stock Exchange
4.375% Notes due 2041 PM41 New York Stock Exchange
4.500% Notes due 2042 PM42 New York Stock Exchange
3.875% Notes due 2042 PM42A New York Stock Exchange
4.125% Notes due 2043 PM43 New York Stock Exchange
4.875% Notes due 2043 PM43A New York Stock Exchange
4.250% Notes due 2044 PM44 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                                
         Emerging growth company
 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
  


 ☐




Item 2.01.
Completion of Acquisition or Disposition of Assets.

On September 15, 2021, PMI Global Services, Inc., a Delaware corporation and a wholly owned subsidiary of Philip Morris International Inc. ("PMIGS"), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares (the “Shares”) of Claudio Holdco A/S, the ultimate holding company of Fertin Pharma A/S (“Fertin”), from Claudio Topco B.V., a private limited liability company organized under Dutch law, and Bagger-Sorensen & Co. A/S, a limited liability company organized under Danish law (together, the "Majority Sellers"), as well as from certain minority sellers, pursuant to a Share Sale and Purchase Agreement, dated June 30, 2021, between PMIGS and the Majority Sellers (the “Agreement”).
Fertin is a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems, and it will operate as a wholly owned subsidiary by PMI.
The total cost of the Acquisition was approximately $818,144,647, of which PMIGS paid $576,895,945 for the purchase of the Shares, and $241,248,702 for the retirement of Fertin’s debt.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure.
In connection with the previous announcement by Philip Morris International Inc. ("PMI") of the commencement of its tender offer to acquire Vectura Group plc (“Vectura”), on September 14, 2021, PMI announced that PMIGS received the requisite approval of the Japan Fair Trade Commission in respect of its tender offer for Vectura. The press release that was issued in the United Kingdom via the Regulatory News Service is attached hereto as Exhibit 99.1 and incorporated by reference herein. On September 16, 2021, PMI also announced that its offer for Vectura has become unconditional, having received 74.77% of Vectura's shares. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Additional information about PMI’s tender offer for the shares of Vectura may be found on PMI's website under “Offer to Acquire Vectura Group plc.”
On September 15, 2021, PMI issued a press release announcing the completion of the acquisition described in Item 2.01 above, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.
On September 15, 2021, PMI also issued a press release announcing that its Board of Directors increased PMI's regular quarterly dividend by 4.2% to an annualized rate of $5.00 per share, which press release is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.





Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.







104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101).





















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIP MORRIS INTERNATIONAL INC.
By: /s/ DARLENE QUASHIE HENRY
Name: Darlene Quashie Henry
Title: Vice President, Associate General Counsel & Corporate Secretary
Date: September 16, 2021



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