Philip Morris Holland Holdings B.V. (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 Match 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 condition 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 percent 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) (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 Offer[6], 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.
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 Match 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”.
