Current Report Filing (8-k)
16 September 2021 - 09:38PM
Edgar (US Regulatory)
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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)
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Virginia
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1-33708
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13-3435103
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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120 Park Avenue |
New York |
New York |
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10017-5592 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each
class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, no par value |
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PM |
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New York Stock Exchange |
2.900% Notes due 2021 |
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PM21A |
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New York Stock Exchange |
2.625% Notes due 2022 |
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PM22A |
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New York Stock Exchange |
2.375% Notes due 2022 |
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PM22B |
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New York Stock Exchange |
2.500% Notes due 2022 |
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PM22 |
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New York Stock Exchange |
2.500% Notes due 2022 |
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PM22C |
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New York Stock Exchange |
2.625% Notes due 2023 |
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PM23 |
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New York Stock Exchange |
2.125% Notes due 2023 |
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PM23B |
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New York Stock Exchange |
3.600% Notes due 2023 |
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PM23A |
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New York Stock Exchange |
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Title of each
class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
2.875% Notes due 2024 |
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PM24 |
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New York Stock Exchange |
2.875% Notes due 2024 |
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PM24C |
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New York Stock Exchange |
0.625% Notes due 2024 |
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PM24B |
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New York Stock Exchange |
3.250% Notes due 2024 |
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PM24A |
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New York Stock Exchange |
2.750% Notes due 2025 |
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PM25 |
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New York Stock Exchange |
3.375% Notes due 2025 |
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PM25A |
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New York Stock Exchange |
2.750% Notes due 2026 |
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PM26A |
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New York Stock Exchange |
2.875% Notes due 2026 |
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PM26 |
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New York Stock Exchange |
0.125% Notes due 2026 |
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PM26B |
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New York Stock Exchange |
3.125% Notes due 2027 |
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PM27 |
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New York Stock Exchange |
3.125% Notes due 2028 |
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PM28 |
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New York Stock Exchange |
2.875% Notes due 2029 |
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PM29 |
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New York Stock Exchange |
3.375% Notes due 2029 |
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PM29A |
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New York Stock Exchange |
0.800% Notes due 2031 |
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PM31 |
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New York Stock Exchange |
3.125% Notes due 2033 |
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PM33 |
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New York Stock Exchange |
2.000% Notes due 2036 |
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PM36 |
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New York Stock Exchange |
1.875% Notes due 2037 |
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PM37A |
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New York Stock Exchange |
6.375% Notes due 2038 |
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PM38 |
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New York Stock Exchange |
1.450% Notes due 2039 |
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PM39 |
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New York Stock Exchange |
4.375% Notes due 2041 |
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PM41 |
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New York Stock Exchange |
4.500% Notes due 2042 |
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PM42 |
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New York Stock Exchange |
3.875% Notes due 2042 |
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PM42A |
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New York Stock Exchange |
4.125% Notes due 2043 |
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PM43 |
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New York Stock Exchange |
4.875% Notes due 2043 |
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PM43A |
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New York Stock Exchange |
4.250% Notes due 2044 |
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PM44 |
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New York Stock Exchange |
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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).
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Emerging
growth company
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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.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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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.
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Item 7.01.
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Regulation FD Disclosure.
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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.
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Item 9.01.
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document and contained in Exhibit
101).
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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.
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PHILIP MORRIS INTERNATIONAL INC. |
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By: |
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/s/ DARLENE QUASHIE HENRY |
Name: |
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Darlene Quashie Henry |
Title: |
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Vice President, Associate General Counsel & Corporate
Secretary |
Date: September 16, 2021
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