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”) to tender all shares in Swedish Match2
to PMHH (the “Offer”). On October 20, 2022, PMHH increased
the price in the Offer from SEK 106 to SEK 116 in cash per share,
and announced that it will not further increase the price in the
Offer. On October 25, 2022, PMHH announced that it had received all
necessary approvals from authorities and that this condition for
completion of the Offer had been satisfied. PMHH has decided to
waive the acceptance level condition3 and to complete the Offer and
acquire all shares in Swedish Match that have been tendered in the
Offer. PMHH has also decided to further extend the acceptance
period until November 25, 2022, and informs the Swedish Match
shareholders that the price in the Offer for shares tendered during
the further extended acceptance period will be reduced to SEK
115.07 in cash per share due to the resolved dividend payment by
Swedish Match of SEK 0.93 per share for shareholders of record as
of November 14, 2022. Since the Offer is now unconditional,
shareholders who have accepted the Offer, or will accept the Offer,
have no right to withdraw acceptances.
The shares tendered in the Offer at the end of the acceptance
period (which expired on November 4, 2022) amount to in aggregate
1,255,945,656 shares in Swedish Match, corresponding to
approximately 82.59 percent4 of the share capital and the voting
rights in Swedish Match.
The completion of the Offer has been conditional upon, inter
alia, the Offer being accepted to such extent that PMHH becomes the
owner of shares representing more than 90 percent of the total
number of outstanding shares in Swedish Match (on a fully diluted
basis)5 (the “acceptance level condition”). As set forth in
the offer document regarding the Offer made public on June 28, 2022
(the “Offer Document”), and as further advertised in the
press release issued by PMHH on October 28, 2022, PMHH had reserved
the right to waive, in whole or in part, one or more of the
conditions set out in the Offer Document (including, with respect
to the acceptance level condition, in order to complete the Offer
at a lower level of acceptance).
PMHH has decided to waive the acceptance level condition and to
complete the Offer. Accordingly, as all other conditions for
completion of the Offer have been satisfied, the Offer is declared
unconditional and PMHH will acquire all shares in Swedish Match
that have been tendered in the Offer. Settlement for shares
tendered in the Offer up to and including November 4, 2022, is
expected to be initiated, around November 11, 2022.
“We are pleased that 82.59% of Swedish Match shareholders,
including - we believe - the top 10 shareholders, have tendered
their shares at the best and final price of SEK 116 per share. This
achievement of a high controlling stake should allow us to harness
the strategic potential of the transaction, including anticipated
revenue synergies,” said Jacek Olczak, Chief Executive Officer of
PMI.
“We are today extending the acceptance period until November 25
to allow those shareholders who have not tendered - including
outstanding index funds - additional time to accept the offer,
while waiving the 90% acceptance condition to provide certainty to
those shareholders who have already tendered. Our objective is to
delist the shares of Swedish Match from the stock market after
reaching an ownership of more than 90%; we therefore encourage the
remaining retail and other institutional shareholders to tender in
the extended time.”
“We look forward to welcoming Swedish Match’s employees and
leading oral nicotine portfolio into the PMI family to create a
global smoke-free champion, notably bringing IQOS and ZYN together
in both the U.S. and international markets. We will be working
together to create value as we accelerate towards our shared vision
of a smoke-free future.”
Following the expected settlement of the shares already tendered
on November 11, 2022, PMI expects to consolidate Swedish Match’s
results from this date onwards.
To provide the remaining shareholders of Swedish Match who have
not tendered their shares time to accept the Offer, the acceptance
period will be further extended until November 25, 2022 at 17.00
(CET). Settlement for shares tendered in the Offer during the
further extended acceptance period is expected to be initiated,
around December 2, 2022. Due to the resolved dividend payment by
Swedish Match 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, the price in the Offer for
shares tendered during the further extended acceptance period will,
in accordance with the terms and conditions of the Offer6, be
reduced accordingly to SEK 115.07 in cash per share. For further
information regarding Swedish Match’s resolution on dividends at
the annual general meeting 2022, please refer to Swedish Match’s
website, www.swedishmatch.com.
PMHH reserves the right to further extend the acceptance period
for the Offer, as well as to postpone the settlement date, provided
however, that settlement shall in any event be made within 7
business days following the expiration of the acceptance period.
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.
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.
Since the Offer is now unconditional, shareholders who have
accepted the Offer, or will accept the Offer, have no right to
withdraw acceptances.
PMHH will continue to strive towards an ownership in Swedish
Match of more than 90 percent of the total number of shares in
Swedish Match7 and thereafter initiate compulsory redemption of the
remaining shares in Swedish Match under the Swedish Companies Act
(Sw. aktiebolagslagen (2005:551)), as well as promote a delisting
of Swedish Match’s shares from Nasdaq Stockholm. For further
information on the implications of PMHH’s ownership of less than 90
percent of the total number of registered shares in Swedish Match,
PMHH refers shareholders of Swedish Match to the description
thereof included in the section of the Offer Document entitled
“Important notice to shareholders in the United States of
America”.
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 November 7,
2022 at 7.30 a.m. (CET).
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 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
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, and include, without
limitation, the statements made by Mr. Jacek Olczak. 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.
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
As set forth in the Offer Document, PMHH
had reserved the right to waive, in whole or in part, one or more
of the conditions set out in the Offer Document (including, with
respect to the acceptance level condition, in order to complete the
Offer at a lower level of acceptance). PMHH further reminded
shareholders in its press release issued on October 28, 2022, that
it might (but was not obligated to) reduce the acceptance level
condition after the expiration of the acceptance period, and
complete the Offer at a lower level of acceptance. By announcing a
waiver of the acceptance level condition today, PMHH is effectively
reducing the acceptance level condition from 90 percent to 50.01
percent of the total number of registered shares in Swedish Match,
such that the acceptance level condition for completion of the
Offer has now been satisfied.
4
Excluding any treasury shares held by
Swedish Match (currently 4,285,810 shares).
5
Excluding any treasury shares held by
Swedish Match (currently 4,285,810 shares).
6
According to the terms and conditions of
the Offer, as set out in the Offer Document, if prior to settlement
of the Offer, Swedish Match (i) distributes dividends or (ii) in
any other way distributes or transfers value to its shareholders,
the consideration in the Offer will be reduced accordingly. As the
payment of the dividend, expected on November 17, 2022, takes place
before settlement of shares tendered in the Offer during the
further extended acceptance period, expected around December 2,
2022, the SEK 0.93 dividend payment will not be received by PMHH,
but by the shareholder registered as of the record date on November
14, 2022.
7
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/20221106005080/en/
Philip Morris International
For additional information: 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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