TIDM0M8V TIDMVEC
RNS Number : 9223H
Philip Morris International Inc
06 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED
KINGDOM WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
6 August 2021
Cash Acquisition
of
Vectura Group plc ("Vectura")
by
PMI Global Services Inc. ("PMI Bidder")
a wholly owned direct subsidiary of Philip Morris International
Inc.
to be implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Response to announcement
Philip Morris International Inc. ("PMI") (NYSE: PM) notes the
announcement from Murano Bidco Limited of its recommended cash
acquisition of Vectura.
PMI is considering its options and a further announcement will
be made in due course.
Vectura shareholders are encouraged to take no action in the
meantime.
Enquiries:
PMI Bidder
Investor Relations Tel: +41 (0)58
242 4666 (Lausanne)
Tel: +1 (917) 663
2233 (New York)
Global Communications Tel: +41 (0)58
242 4500
David Fraser (International press enquiries)
Corey Henry (US press enquiries)
BofA Securities, as Financial Adviser to Tel: +44 (0)20
PMI Bidder 7628 1000
Christina Dix
Geoff Iles
James Machin
Jack Williams
Sanctuary Counsel, PR Adviser to PMI Tel: +44 (0)20
8194 3180
Ben Ullman
Robert Morgan
Foxcroft Consulting, PR Adviser to PMI Tel: +1 212 300
4929
Hilary Lefebvre
DLA Piper UK LLP is acting as legal adviser to to PMI and PMI
Bidder.
Important notice
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority ("FCA") and the Prudential Regulation Authority ("PRA")
in the United Kingdom, is acting exclusively for PMI in connection
with the matters set out in this announcement and for no one else
and will not be responsible to anyone other than PMI for providing
the protections afforded to its clients or for providing advice in
relation to the subject matter of this announcement or any other
matters referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. It is not a prospectus or a prospectus
exempt document.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) free of charge on PMI's website at
https://www.PMI.com by no later than 12 noon (London time) on the
first Business Day following the date of this announcement. For the
avoidance of doubt, the contents of the website are not
incorporated into and do not form part of this announcement.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 if you are a resident in the United Kingdom or, if not,
from another appropriately authorised independent financial
adviser.
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END
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