Regulatory News:
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” or the “Company”) to tender all shares in
Swedish Match2 to PMHH (the “Offer”). On October 4, 2022,
PMHH announced that the acceptance period was further extended
until November 4, 2022. Today, PMHH increases the price in the
Offer to SEK 116 per share (the “Revised Offer”) and announces it
will not further increase the price in the Revised Offer.
Summary
- The shareholders of Swedish Match are offered SEK 116 in cash
per share in Swedish Match.
- The price offered for the shares in the Revised Offer
represents a premium of 52.5 percent compared to the closing share
price of SEK 76.06 on May 9, 2022; 52.9 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 60.4 percent compared to
the volume-weighted average trading price of SEK 72.33 during the
last 90 trading days ended on May 9, 2022.
- PMHH will not further increase the price in the Revised Offer.
By this statement, PMHH cannot, in accordance with the Takeover
Rules for Nasdaq Stockholm (the “Takeover Rules”), increase
the price in the Revised Offer any further.
“We believe the best and final price in our revised offer for
Swedish Match provides very compelling value for the shareholders
of both Swedish Match and PMI,” said Jacek Olczak, Chief Executive
Officer of PMI. “The price in the revised offer primarily reflects
the higher net value to PMI related to the portion of Swedish
Match’s cash flows that are generated in U.S. dollars, given
currency movements since the initial offer was announced in May.
Moreover, we believe that the deterioration in the global economic
outlook, equity markets and the interest rate environment since the
time of the initial offer strengthens yet further the
attractiveness of the revised offer to Swedish Match’s
shareholders. The revised offer retains a 90% acceptance condition,
which is critical to capture the full potential of the combination.
Should the offer fail, we are well prepared to proceed autonomously
to develop IQOS and the rest of our smoke-free portfolio in the
U.S.”
The Revised Offer
Consideration
On May 11, 2022, PMHH, an affiliate of PMI, announced a
recommended public offer to the shareholders of Swedish Match to
tender all shares in Swedish Match3 to PMHH at a price of SEK 106
in cash per share. The board of directors of PMHH has resolved to
increase the price in the Offer to SEK 116 in cash per share. PMHH
will not further increase the price in the Revised Offer. By this
statement, PMHH cannot, in accordance with the Takeover Rules,
increase the price in the Revised Offer any further.
Shareholders who have already tendered their shares at SEK 106
in cash per share will automatically benefit from the increased
price of SEK 116 in cash per share without taking any further
action.
If, prior to settlement of the Revised Offer, Swedish Match (i)
distributes dividends4 or (ii) in any other way distributes or
transfers value to its shareholders, the consideration in the
Revised Offer will be reduced accordingly.
Premiums
The price per share in the Revised Offer represents a premium
of5:
- 52.5 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)6;
- 52.9 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)7;
and
- 60.4 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)8.
Total value of the Revised Offer
The total value of the Revised Offer, based on all outstanding
1,520,714,190 shares9 in Swedish Match, amounts to approximately
SEK 176.4 billion.
Timetable
The acceptance period in the Offer expires on November 4, 2022.
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
November 7, 2022, at the latest, settlement is expected to be
initiated around November 11, 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.
PMHH’s shareholding in Swedish Match
Prior to the announcement of the Offer, neither PMHH nor any
closely related companies or closely related parties owned or
otherwise controlled any shares in Swedish Match or other financial
instruments that give financial exposure to Swedish Match’s shares,
nor has PMHH or any closely related companies or closely related
parties acquired any shares in Swedish Match or other financial
instruments that give financial exposure to Swedish Match’s shares
outside the Offer.
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.
Supplement to the Offer Document
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. An additional
supplement to the Offer Document, reflecting the contents of this
press release, will be submitted to the Swedish Financial
Supervisory Authority (Sw. Finansinspektionen) for approval and be
published by PMHH.
Other information
Except for the increased price, the terms and conditions of the
Offer are unchanged. PMHH expects the transaction to close in the
fourth quarter of this year, subject to the terms and conditions of
the Offer being fulfilled or waived as further set out in the Offer
Document. For further information about the Offer, please refer to
the Offer Document and to the supplement to the Offer Document.
The shares tendered in the Offer as of October 19, 2022 amount
to in aggregate 7,862,151 shares in Swedish Match, corresponding to
approximately 0.52 percent10 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 October 20,
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”).
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 (which in this
section "Important Information" refers to the Offer as well as the
Revised 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 the
remaining transactional steps and requirements and the ultimate
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 (which in this section "Special notice to
shareholders in the United States" refers to the Offer as well as
the Revised 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.
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).
4 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.
5 Source for Swedish Match's share prices:
Nasdaq Stockholm.
6 Representing a premium of 22.1 percent
compared to the closing price of SEK 95.00 on May 10, 2022 (the
last day of trading prior to the announcement of the Offer on May
11, 2022).
7 Representing a premium of 44.1 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 the announcement of the Offer on May 11,
2022).
8 Representing a premium of 56.9 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 the announcement of the Offer on May 11,
2022).
9 Excluding any treasury shares held by
Swedish Match (currently 4,285,810 shares).
10 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/20221019006114/en/
For additional information: 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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