Philip Morris International Inc 8-K, filed Sep 16, 2021
Philip Morris International Inc. (PM)
8-K
2021-09-16
For: 2021-09-14
View Original
Added on
April 02, 2026
About this 8-K
Philip Morris International Inc filed this 8-K on September 16, 2021, reporting on events of September 14, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code: (917 ) 663-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Item 2.01. | Completion of Acquisition or Disposition of Assets. | ||||
On September 15, 2021, PMI Global Services, Inc., a Delaware corporation and a wholly owned subsidiary of Philip Morris International Inc. ("PMIGS"), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares (the “Shares”) of Claudio Holdco A/S, the ultimate holding company of Fertin Pharma A/S (“Fertin”), from Claudio Topco B.V., a private limited liability company organized under Dutch law, and Bagger-Sorensen & Co. A/S, a limited liability company organized under Danish law (together, the "Majority Sellers"), as well as from certain minority sellers, pursuant to a Share Sale and Purchase Agreement, dated June 30, 2021, between PMIGS and the Majority Sellers (the “Agreement”).
Fertin is a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems, and it will operate as a wholly owned subsidiary by PMI.
The total cost of the Acquisition was approximately $818,144,647, of which PMIGS paid $576,895,945 for the purchase of the Shares, and $241,248,702 for the retirement of Fertin’s debt.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated herein by reference.
Item 7.01. | Regulation FD Disclosure. | ||||
In connection with the previous announcement by Philip Morris International Inc. ("PMI") of the commencement of its tender offer to acquire Vectura Group plc (“Vectura”), on September 14, 2021, PMI announced that PMIGS received the requisite approval of the Japan Fair Trade Commission in respect of its tender offer for Vectura. The press release that was issued in the United Kingdom via the Regulatory News Service is attached hereto as Exhibit 99.1 and incorporated by reference herein. On September 16, 2021, PMI also announced that its offer for Vectura has become unconditional, having received 74.77% of Vectura's shares. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Additional information about PMI’s tender offer for the shares of Vectura may be found on PMI's website under “Offer to Acquire Vectura Group plc.”
On September 15, 2021, PMI issued a press release announcing the completion of the acquisition described in Item 2.01 above, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.
On September 15, 2021, PMI also issued a press release announcing that its Board of Directors increased PMI's regular quarterly dividend by 4.2% to an annualized rate of $5.00 per share, which press release is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) | Exhibits. | ||||
2.1 | |||||
99.1 | |||||
99.3 | |||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHILIP MORRIS INTERNATIONAL INC. | ||||||||
| By: | /s/ DARLENE QUASHIE HENRY | |||||||
| Name: | Darlene Quashie Henry | |||||||
| Title: | Vice President, Associate General Counsel & Corporate Secretary | |||||||
Date: September 16, 2021
Exhibit 99.1
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
14 September 2021
RECOMMENDED 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")
Satisfaction of Japanese Antitrust Condition
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.
PMI and PMI Bidder are pleased to announce that today PMI Bidder received the requisite approval of the Japan Fair Trade Commission in respect of the Offer.
PMI and PMI Bidder can therefore confirm that all regulatory approvals for which PMI Bidder applied in respect of the Offer have been received.
The Offer remains subject to the terms and conditions set out in the Offer Document.
Vectura Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
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 15 September 2021.
If you require assistance, please telephone Computershare, who are acting as receiving agent, by telephone between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding UK public holidays) on (0) 370 707 1387 from within the UK (or on +44 (0) 370 707 1387 if calling from outside the UK).
Capitalised terms used but not defined in this announcement have the meaning given to them in the Offer Document.
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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 PMI Bidder | Tel: +44 (0)20 7628 1000 | ||||
| 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 PMI | Tel: +1 212 300 4929 | ||||
| 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.
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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
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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
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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.
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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.
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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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Exhibit 99.2
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
RECOMMENDED 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.
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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 to PMI Bidder | Tel: +44 (0)20 7628 1000 | ||||
| Christina Dix | |||||
| Geoff Iles | |||||
| James Machin | |||||
| Jack Williams | |||||
| Sanctuary Counsel, PR Adviser to PMI | Tel: +44 (0)20 8194 3180 | ||||
| Ben Ullmann | |||||
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| Robert Morgan | |||||
| Foxcroft Consulting, PR Adviser to PMI | Tel: +1 212 300 4929 | ||||
| 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
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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
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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
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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
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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
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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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| Exhibit 99.3 | ||||||||||||||
| PRESS RELEASE |  | |||||||||||||
| Investor Relations: | Media: | |||||||||||||
| New York: +1 (917) 663 2233 | Lausanne: +41 (0)58 242 4500 | |||||||||||||
| Lausanne: +41 (0)58 242 4666 | Email: Iro.Antoniadou@pmi.com | |||||||||||||
| Email: InvestorRelations@pmi.com | ||||||||||||||
PHILIP MORRIS INTERNATIONAL ANNOUNCES CLOSING OF FERTIN PHARMA ACQUISITION;
ADVANCES PMI’S GOAL OF BECOMING A MAJORITY SMOKE-FREE BUSINESS BY 2025 AND CREATES GROWTH OPPORTUNITIES BEYOND NICOTINE
NEW YORK, September 15, 2021 -- Philip Morris International Inc. (PMI) (NYSE: PM) today announced the closing of its acquisition of Fertin Pharma A/S (“Fertin Pharma”), a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems, for an enterprise value of DKK 5.1 billion (approximately USD 820 million1).
“As we build our pipeline of smoke-free products with the goal of phasing out cigarettes and expand our business for the long-term toward areas outside of tobacco and nicotine, such as selfcare wellness, we welcome the contributions that Fertin Pharma, its management and its employees will bring to PMI,” said Jacek Olczak, Chief Executive Officer. “PMI’s future is centered on health, science, technology and sustainable business practices to deliver innovative products and solutions that aim to improve people’s lives and create a net positive impact on society. The world-class expertise of Fertin aligns perfectly with this vision and will be an important part of our future.”
“We are excited to join PMI and start this new chapter for Fertin Pharma,” said Peter Halling, the company’s Chief Executive Officer. “By becoming part of PMI’s transformation, Fertin will be uniquely positioned to continue to innovate, grow, and serve our customers as a leading CDMO—delivering on our vision to enable people to live healthier lives. Our shared commitment to science and consumer-centric innovations forms a strong basis for a very successful future together.”
The addition of Fertin Pharma’s promising technologies, strong capabilities and skilled workforce—including around 200 R&D professionals—will provide PMI with speed and scale in differentiated and innovative oral delivery products to support its 2025 goals of generating more than 50% of its total net revenues from smoke-free products and at least USD 1 billion in net revenues from products beyond nicotine. With Fertin Pharma’s substantial know-how, PMI plans to accelerate its presence in the fast-growing modern oral category, through a broad range of smoke-free products such as nicotine pouches that can help more adults who would otherwise continue to smoke switch to better alternatives and stop smoking. In addition, Fertin Pharma’s oral delivery platforms—which are complementary to PMI’s inhalation expertise—can be leveraged for the development of scientifically substantiated selfcare wellness products, including over-the-counter solutions and supplements for better living in areas such as sleep, energy, calm, and focus.
1 Based on prevailing exchange rate at transaction close
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Fertin Pharma has more than 850 employees and operations in Denmark, Canada, and India. It is a leading contract development and manufacturing organization (CDMO), specializing in the research, development and production of gums, pouches, liquefiable tablets, and other solid oral systems for the delivery of active ingredients, including nicotine, where it is a leading producer of Nicotine Replacement Therapy (NRT) solutions. In 2020, Fertin Pharma generated net revenues of DKK 1.1 billion (approximately USD 160 million2).
Fertin Pharma will operate as a wholly owned subsidiary of PMI. PMI expects the impact of the acquisition on its full-year 2021 adjusted diluted EPS to be immaterial.
Forward-Looking & Cautionary Statements
Statements in this press release that are not strictly historical, including statements regarding the acquisition of Fertin Pharma, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: (1) the possibility that the integration of Fertin Pharma and its operations with those of PMI may be more difficult and/or take longer than anticipated, and may not accelerate PMI’s desired entry into additional smoke-free and beyond nicotine platforms as quickly as anticipated; (2) the possibility that Fertin Pharma’s integration into PMI may be more costly than anticipated and may have unanticipated adverse results relating Fertin Pharma or PMI’s existing businesses; (3) the effect of the acquisition on the respective business relationships, operating results and business generally of PMI, Fertin Pharma or the combined company; (4) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the acquisition; (5) negative effects of the consummation of the transaction on the market price of PMI’s common stock; (6) the ability of PMI to retain and hire key personnel of Fertin Pharma; and (7) other factors that may affect future results of the combined company described in the section entitled “Risk Factors” in PMI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, PMI’s Form 10-Q for the quarter ended June 30, 2021, and other filings of PMI with the Securities and Exchange Commission. The forward-looking statements made herein speak only as of the date hereof and PMI does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events and developments or otherwise, except as required by law.
Philip Morris International: Delivering a Smoke-Free Future
Philip Morris International (PMI) is leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company, its shareholders and its other stakeholders. PMI is a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products, associated electronic devices and accessories, and other nicotine-containing products in markets outside the U.S. In addition, PMI ships versions of its IQOS Platform 1 device and consumables to Altria Group, Inc. for sale under license in the U.S., where these products have received marketing authorizations from the U.S. Food and Drug Administration (FDA) under the premarket tobacco product application (PMTA) pathway; the FDA has also authorized the marketing of a version of
2 Based on average 2020 exchange rate
2
IQOS and its consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health. PMI is building a future on a new category of smoke-free products that, while not risk-free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, PMI aims to ensure that its smoke-free products meet adult consumer preferences and rigorous regulatory requirements. PMI's smoke-free product portfolio includes heat-not-burn and nicotine-containing vapor products. As of June 30, 2021, PMI's smoke-free products are available for sale in 67 markets in key cities or nationwide, and PMI estimates that approximately 14.7 million adults around the world have already switched to IQOS and stopped smoking. For more information, please visit www.pmi.com and www.pmiscience.com.
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| Exhibit 99.4 | ||||||||||||||
| PRESS RELEASE |  | |||||||||||||
| Investor Relations: | Media: | |||||||||||||
| New York: +1 (917) 663 2233 | Lausanne: +41 (0)58 242 4500 | |||||||||||||
| Lausanne: +41 (0)58 242 4666 | Email: Iro.Antoniadou@pmi.com | |||||||||||||
| Email: InvestorRelations@pmi.com | ||||||||||||||
PHILIP MORRIS INTERNATIONAL (PMI) INCREASES DIVIDEND BY 4.2%
TO ANNUALIZED RATE OF $5.00 PER SHARE
NEW YORK, September 15, 2021 -- The Board of Directors of Philip Morris International Inc. (NYSE: PM) today increased the company’s regular quarterly dividend by 4.2% to an annualized rate of $5.00 per share.
The new quarterly dividend of $1.25 per share, up from $1.20 per share, is payable on October 14, 2021, to shareholders of record as of September 29, 2021. The ex-dividend date is September 28, 2021.
For more details on stock, dividends and other information, click here.
Philip Morris International: Delivering a Smoke-Free Future
Philip Morris International (PMI) is leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company, its shareholders and its other stakeholders. PMI is a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products, associated electronic devices and accessories, and other nicotine-containing products in markets outside the U.S. In addition, PMI ships versions of its IQOS Platform 1 device and consumables to Altria Group, Inc. for sale under license in the U.S., where these products have received marketing authorizations from the U.S. Food and Drug Administration (FDA) under the premarket tobacco product application (PMTA) pathway; the FDA has also authorized the marketing of a version of IQOS and its consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health. PMI is building a future on a new category of smoke-free products that, while not risk-free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, PMI aims to ensure that its smoke-free products meet adult consumer preferences and rigorous regulatory requirements. PMI's smoke-free product portfolio includes heat-not-burn and nicotine-containing vapor products. As of June 30, 2021, PMI's smoke-free products are available for sale in 67 markets in key cities or nationwide, and PMI estimates that approximately 14.7 million adults around the world have already switched to IQOS and stopped smoking. For more information, please visit www.pmi.com and www.pmiscience.com.
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