TIDM0M8V TIDMVEC
RNS Number : 9304L
Philip Morris International Inc
16 September 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
16 September 2021
RECOMMED FINAL CASH OFFER
for
Vectura Group plc ("Vectura")
by
PMI Global Services Inc. ("PMI Bidder")
a wholly owned direct subsidiary of Philip Morris International
Inc. ("PMI")
Offer becomes unconditional in all respects
1. Update on Offer
On 16 August 2021, the Vectura Directors unanimously recommended
the final cash offer by PMI Bidder for the entire issued and to be
issued share capital of Vectura at a price of 165 pence per Vectura
Share ("Offer"). The offer document in respect of the Offer was
posted on 16 August 2021 ("Offer Document"). PMI and PMI Bidder
further announced on 19 August 2021 that PMI had acquired in the
market, in the aggregate, 174,804,443 Vectura Shares at 165 pence
per Vectura Share, representing approximately 29.16 per cent. of
the Vectura Shares currently in issue.
On 14 September, PMI and PMI Bidder announced that PMI Bidder
had received all regulatory approvals for which it had applied in
respect of the Offer.
As at 1.00 pm on 15 September 2021, being the first closing date
of the Offer, valid acceptances of the Offer had been received in
respect of 273,442,534 Vectura Shares representing approximately
45.61 per cent. of the Vectura Shares currently in issue.
PMI and PMI Bidder have therefore acquired or received valid
acceptances of the Offer in respect of 448,246,977 Vectura Shares
in aggregate, representing approximately 74.77 per cent. of the
Vectura Shares currently in issue.
2. Acceptance condition satisfied and Offer becomes
unconditional in all respects
Accordingly, as at 1.00 pm on 15 September 2021, PMI Bidder may
count 448,246,977 Vectura Shares (representing approximately 74.77
per cent. of the Vectura Shares currently in issue) towards
satisfaction of the acceptance condition to its Offer and,
accordingly, the acceptance condition has been satisfied.
Furthermore, PMI and PMI Bidder confirm that all remaining
Conditions to the Offer have been satisfied or, where applicable,
waived. Accordingly, PMI and PMI Bidder are pleased to announce
that the Offer has become unconditional in all respects.
Commenting on the Offer, Jacek Olczak, PMI's Chief Executive
Officer said:
"We have reached an important milestone in our acquisition of
Vectura and are pleased to have secured over 74% of the company's
shares, in excess of the 50% required to make our offer
unconditional and PMI the majority shareholder. We are very excited
about the critical role Vectura will play in our Beyond Nicotine
strategy and look forward to working with Vectura's scientists and
providing them with the resources and expertise to grow their
business to help us achieve our goal of generating at least $1
billion in net revenues from Beyond Nicotine products by 2025."
3. Extension of Offer
The Offer has been extended and will remain open for acceptance
until 1.00 pm (London time) on 30 September 2021.
Forms of Acceptance not yet returned should be completed and
returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance so as to be received as soon
as possible, and in any event not later than 1.00 pm (London time)
on 30 September 2021.
Vectura Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Offer Document.
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 Tel: +44 (0)20 7628 1000
to PMI Bidder
Christina Dix
Geoff Iles
James Machin
Jack Williams
Sanctuary Counsel, PR Adviser to PMI Tel: +44 (0)20 8194 3180
Ben Ullmann
Robert Morgan
Foxcroft Consulting, PR Adviser to Tel: +1 212 300 4929
PMI
Hilary Lefebvre
DLA Piper UK LLP is retained as legal adviser to PMI and PMI
Bidder.
Important Notices
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 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.
Further Information
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise.
The Offer shall be made solely by means of the Offer Document
(or, if the Offer is implemented by way of a scheme of arrangement,
the scheme document) which, together with the Form of Acceptance
(or forms of proxy), shall contain the full terms and conditions of
the Offer, including details of how to vote in respect of the
Offer.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
Vectura Shareholders are urged to read the Offer Document
because it contains important information relating to the
Offer.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
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.
Unless otherwise determined by PMI Bidder or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to Vectura Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Additional information for US investors
The Offer is being made for securities of a UK company and
Vectura Shareholders in the United States should be aware that this
announcement and any other documents relating to the Offer have
been or will be prepared in accordance with the Takeover Code and
UK disclosure requirements, format and style, all of which differ
from those in the United States. Vectura's financial statements,
and all financial information that is included in this
announcement, the Offer Document, or any other documents relating
to the Offer, have been or will be prepared in accordance with IFRS
and may not be comparable to financial statements of companies in
the United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles.
The Offer is being made in the United States pursuant to
applicable US tender offer rules and securities laws, including any
applicable exemptions under the US Securities Exchange Act of 1934
(the "US Exchange Act"), and otherwise in accordance with the
requirements of English law, the Takeover Code, the Panel, the
London Stock Exchange and the FCA. The Offer will be made in the
United States by PMI Bidder and no one else. Accordingly, the Offer
will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, settlement procedures
and timing of payments that are different from those applicable
under United States domestic tender offer procedures and laws. US
investors should closely read the Offer Document for further
details. In particular, US investors should note that once the
Offer is declared unconditional in all respects, PMI Bidder will
accept all Vectura Shares that have by that time been validly
tendered in acceptance of the Offer and will, in accordance
with
the Takeover Code, pay for all such accepted Vectura Shares
within 14 calendar days of such date, rather than the three trading
days that US investors may be accustomed to in US domestic tender
offers. Similarly, if the Offer is terminated or withdrawn, all
documents of title will be returned to shareholders within 14
calendar days of such termination or withdrawal. Notwithstanding
the foregoing, PMI Bidder will, to the extent practicable, pay for
or return tendered Vectura Shares within seven to ten calendar days
from the relevant date.
Neither the SEC nor any US state securities commission has
approved or disapproved the Offer or passed upon the adequacy or
completeness of this announcement or the Offer Document. It may be
difficult for US holder of Vectura securities to enforce their
rights under any claim arising out of the US federal securities
laws, since Vectura is located outside of the United States, and
some or all of its officers and directors may be resident outside
the United States.
In accordance with the normal UK practice, PMI Bidder or a
member of the PMI Group or their respective nominees, or their
brokers (acting as agents), may, from time to time, make certain
purchases of, or arrangements to purchase Vectura Shares outside of
the United States, other than pursuant to the Offer, until the date
on which the Offer becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed, as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the UK in accordance with
applicable regulatory requirements, this information will as
applicable also be publicly disclosed in the United States.
In accordance with, and to the extent permitted by, the Takeover
Code, normal UK market practice and Rule 14e-5 under the US
Exchange Act, BofA Securities and their affiliates may continue to
act as exempt principal traders in Vectura Shares on the London
Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, including Rule 14e-5 under the US
Exchange Act. To the extent required to be disclosed in accordance
with applicable regulatory requirements, information about any such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website www.londonstockexchange.com. To the extent that such
information is required to be publicly disclosed in the UK in
accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by PMI Bidder or any member
of the PMI Group contain statements which are, or may be deemed to
be, "forward-looking statements". Such forward-looking statements
are prospective in nature and are not based on historical facts,
but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which PMI
Bidder or any member of the PMI Group shall operate in the future
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
those statements.
The forward-- looking statements contained in this announcement
relate to PMI Bidder or any member of the PMI Group's future
prospects, developments and business strategies, the expected
timing and scope of the Offer and other statements other than
historical facts. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "will look to", "would
look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost--saving", "projects"
"intends", "may", "will", "shall" or "should" or their negatives or
other variations or comparable terminology. Forward--looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of PMI Bidder's
or any member of the PMI Group's operations and potential synergies
resulting from the Offer; and (iii) the effects of global economic
conditions and governmental regulation on PMI Bidder's or any
member of the PMI Group's respective businesses.
By their nature, forward--looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither PMI Bidder or any member of the PMI Group, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward--looking statements in this announcement shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Vectura Group, there may be additional changes to the Vectura
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward--looking statements speak only at the date of this
announcement. All subsequent oral or written forward--looking
statements attributable to any member of the PMI Group, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
The PMI Group and PMI Bidder expressly disclaim any obligation
to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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 shall 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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Vectura Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Vectura may be provided to PMI Bidder during
the Offer Period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on PMI's website at www.PMI.com by no later than 12
noon (London time) on the business day following the date of this
announcement. For the avoidance of doubt, the contents of this
website are not incorporated into and do not form part of this
announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
If the Offer is effected by way of a Takeover Offer, such offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, PMI Bidder intends to exercise its rights
to apply the provisions of Chapter 3 of Part 28 of the Companies
Act so as to acquire compulsorily the remaining Vectura Shares in
respect of which the Takeover Offer has not been accepted.
Investors should be aware that PMI Bidder may purchase Vectura
Shares otherwise than under any Takeover Offer or the Scheme such
as pursuant to privately negotiated purchases.
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 or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
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