8-KRegulation FDExhibits & Filings

Philip Morris International Inc. 8-K Report, Regulation FD Disclosure (Sep 21, 2021)

Filed September 21, 2021For Securities:PM

Summary

Philip Morris International Inc. (PMI) has provided an update on its tender offer for Vectura Group plc. PMI announced that its subsidiary, PMIGS, has successfully acquired or received valid acceptances for over 75% of Vectura's outstanding shares. This threshold allows PMI to proceed with the delisting of Vectura shares from the London Stock Exchange and re-register Vectura as a private limited company. The tender offer has been extended until September 30, 2021. Furthermore, PMI has stated its intention to compulsorily acquire any remaining Vectura shares if it secures 90% or more of the outstanding shares under the extended offer. This compulsory acquisition will be at the same offer price of 165 pence per share. Investors should note that these actions indicate a strong likelihood of PMI gaining full control of Vectura, which aligns with the company's previously announced strategic objectives.

Key Highlights

  • 1PMI's tender offer for Vectura Group plc has secured over 75% of outstanding shares.
  • 2Vectura Group plc shares will be delisted from the London Stock Exchange.
  • 3Vectura Group plc will be re-registered as a private limited company.
  • 4The tender offer period has been extended to September 30, 2021.
  • 5PMI intends to compulsorily acquire remaining Vectura shares if 90% ownership is reached.
  • 6The compulsory acquisition will occur at 165 pence per share.

Frequently Asked Questions

Philip Morris International (PMI) has announced that its subsidiary has acquired or received valid acceptances for over 75% of Vectura Group plc's outstanding shares. This significant stake allows PMI to proceed with delisting Vectura from the London Stock Exchange and converting it into a private company.

The tender offer period for Vectura shares has been extended and will now close on September 30, 2021, at 1:00 p.m. London time.

If PMI acquires 90% or more of Vectura's outstanding shares by the end of the extended offer period, it intends to exercise its rights under UK law to compulsorily acquire the remaining shares. This will be done at the same offer price of 165 pence per share.

While this specific filing focuses on the mechanics of the tender offer completion and delisting, it is part of PMI's broader strategy to expand into the 'beyond nicotine' product portfolio, specifically in areas such as inhalation products and respiratory drug delivery.