STOCKHOLM, Oct. 28,
2022 /PRNewswire/ -- The Board of Directors
of Swedish Match AB recommends that the shareholders of Swedish
Match accept the increased offer.
Background
This statement is made by the Board of Directors (the
"Board") of Swedish Match AB (publ) ("Swedish Match"
or the "Company") pursuant to Section II.19 of Nasdaq
Stockholm's Takeover Rules (the "Takeover Rules").
On May 11, 2022, 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 to tender all
shares in Swedish Match to PMHH (the "Offer"). On
October 4, 2022, PMHH announced that
the acceptance period was further extended until November 4, 2022. On October 20, 2022, PMHH announced an increase of
the price in the Offer to SEK 116 per
share (the "Revised Offer") and that it would not further
increase the price in the Revised Offer. The total value of the
Revised Offer, based on all outstanding 1,520,714,190 shares in
Swedish Match1), amounts to approximately SEK 176.4 billion.
1) Excluding any treasury shares held by Swedish Match
(currently 4,285,810 shares).
The Revised Offer represents a premium
of:
- 52.5 percent compared to the closing share price of
SEK 76.06 on May 9, 2022 (the last day of trading prior to
market speculation regarding a potential public offer for the
Company);
- 52.9 percent compared to the volume-weighted average trading
price of SEK 75.86 for the shares
during the last 30 trading days ended on May
9, 2022 (the last day of trading prior to market speculation
regarding a potential public offer for the Company);
- 60.4 percent compared to the volume-weighted average trading
price of SEK 72.33 for the shares
during the last 90 trading days ended on May
9, 2022 (the last day of trading prior to market speculation
regarding a potential public offer for the Company).
On October 25, 2022, PMHH
announced that it had received necessary approvals from authorities
for the Offer, subject to PMHH's divestiture of Swedish Match's
subsidiary SMD Logistics AB following completion of the Offer.
Except as set out above, the terms and conditions of the Offer
are unchanged.
Swedish Match has retained Goldman Sachs Bank Europe SE
("Goldman Sachs") as financial adviser and Mannheimer
Swartling Advokatbyrå as legal adviser in relation to the Offer.
KANTER Advokatbyrå has also assisted Swedish Match with certain
legal advice related to the Offer.
The Board's evaluation of the Revised Offer
The Board has previously recommended the Swedish Match
shareholders to accept the Offer in accordance with its statement
announced on May 11, 2022. The
recommendation was supported by an opinion from Goldman Sachs that
the Offer was fair from a financial point of view to the
shareholders of Swedish Match (subject to the factors, limitations
and assumptions set forth in the opinion). It was also supported by
an opinion from SEB Corporate Finance, Skandinaviska Enskilda
Banken AB (publ) that the Offer was fair to Swedish Match's
shareholders from a financial point of view (subject to the
assumptions and considerations set out in the opinion). For more
information about the Board's assessment of the Offer and the
reasons for its recommendation, including its opinion on the
effects the implementation of the Offer may have on Swedish Match,
specifically employment, and its views on PMI's strategic plans for
Swedish Match and the effect these may be expected to have on
employment and the places where Swedish Match conducts its
business, please refer to the Board's statement of May 11, 2022, which is available at
https://www.swedishmatch.com.
Based on the above and consistent with its recommendation
of May 11, 2022, the Board recommends
that Swedish Match's shareholders accept the Revised
Offer.
The resolution to make the above statement has been supported by
all board members except for Pär-Ola
Olausson (appointed by the union IF Metall).
Pär-Ola Olausson is of the view
that Swedish Match has the competence and the experience to remain
independent in the long-term and that the terms of the Revised
Offer do not reflect the long-term fundamental value of the
Company.
This statement shall in all respects be governed by and
construed in accordance with substantive Swedish law. Disputes
arising from this statement shall be settled exclusively by Swedish
courts.
Stockholm, October 27, 2022
For more information please contact:
Johan Wredberg, Director
Communications and Media Relations
Telephone: +46 730 27 93 43
E-mail: johan.wredberg@swedishmatch.com
This information is information that Swedish Match AB (publ) is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency
of the contact person set out above, at 8.40
p.m. CET on October 27,
2022.
The following files are available for download:
https://mb.cision.com/Main/2004/3657078/1645106.pdf
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Statement by the Board
of Directors of Swedish Match AB in relation to the increased
public cash offer by PMI_27 October 2022
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SOURCE Swedish Match