TIDM0M8V TIDMVEC
RNS Number : 8115I
Philip Morris International Inc
16 August 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 August 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")
Publication and posting of Offer Document
Summary
-- On 9 August 2021, the Takeover Panel announced a competitive
situation for the purposes of Rule 32.5 of the Takeover Code
existed in respect of Vectura, PMI Bidder and Murano Bidco Limited
("Murano"), and accordingly established an auction procedure be
followed from 5.00pm (London Time) on Tuesday 10 August 2021 (the
"Auction Rules").
-- On 10 August 2021, Murano announced that their offer to
acquire all of the issued and to be issued ordinary shares of
Vectura ("Vectura Shares") for 155 pence per ordinary share of
Vectura ("Vectura Shares") announced on 6 August 2021 was their
final offer ("Final Carlyle Offer"). Under the Auction Rules, PMI
and PMI Bidder had until 5.00 pm on Thursday 12 August 2021 to
increase their offer of 165 pence per Vectura Share made on 8
August 2021 ("Offer").
-- On 12 August 2021, (and as PMI Bidder did not make an
announcement prior to 5.00pm on 12 August 2021, the Offer was
deemed to be PMI Bidder's final offer for Vectura), the Vectura
Directors announced their intention to recommend the Offer (which
is being implemented by way of a Takeover Offer). Further the
Vectura Directors announced that they did not intend to reconvene
the shareholder meetings required in relation to the approval and
implementation of the Final Carlyle Offer (which is structured as a
scheme of arrangement).
-- Accordingly, the boards of PMI, PMI Bidder and Vectura
announce that the offer document ("Offer Document") is today being
published with a form of acceptance ("Form of Acceptance"). In
addition to being published and sent to Vectura Shareholders today,
the Offer Document and the Form of Acceptance will be made
available on PMI's website at www.PMI.com and on Vectura's website
at www.Vectura.com.
-- PMI intends to acquire Vectura Shares in the market from
eligible shareholders outside the United States at up to and
including 165 pence in cash for each Vectura Share.
-- Eligible Vectura Shareholders who are institutional investors
outside the United States interested in selling their Vectura
Shares to PMI should contact BofA Merrill Lynch Corporate Broking
at dg.corporate_broking_trading@bofa.com. Retail investors should
contact their broker.
-- Due to regulatory requirements, PMI is unable to purchase
Vectura Shares in the market (i.e., other than pursuant to the
Offer) from shareholders incorporated or located in the United
States, or where the Vectura Shares would be sold from the United
States. Any purchases will be made to the extent permitted by, and
in compliance with, the exemptive relief granted by the SEC from
Rule 14e-5 under the U.S. Exchange Act and in compliance with the
City Code.
Terms of the Offer
-- Under the Offer, Vectura Shareholders shall be entitled to receive:
for each Vectura Share 165 pence in cash
held (the "Offer Price")
-- The Offer is a significant premium to the Final Carlyle Offer
and values the entire issued and to be issued share capital of
Vectura at approximately GBP1.02 billion and represents a premium
of approximately:
o 10 pence per share to the price of 155 pence per Vectura Share
that Vectura Shareholders would be entitled to receive under the
Final Carlyle Offer;
o 71 per cent. to the volume weighted average Ex--Dividend
Closing Price of 97 pence per Vectura Share for the 3 months ended
25 May 2021 (being the last Business Day prior to the commencement
of the offer period);
o 69 per cent. to the volume weighted average Ex--Dividend
Closing Price of 98 pence per Vectura Share for the 1 month ended
25 May 2021 (being the last Business Day prior to the commencement
of the offer period); and
o 60 per cent. to the Ex--Dividend Closing Price per Vectura
Share of 103 pence per Vectura Share on 25 May 2021 (being the last
Business Day prior to the commencement of the offer period).
-- The Offer, together with the Interim Dividend paid during the
Offer Period, represents an aggregate value of approximately GBP1.1
billion for the entire issued and to be issued ordinary share
capital of Vectura.
Commenting on the Offer, Jacek Olczak, PMI's Chief Executive
Officer said:
"PMI's acquisition of Vectura is part of our long-term strategy
to transform PMI by investing in scientific excellence and
leveraging its capabilities and expertise. Our investment will
accelerate the development and delivery of inhaled therapeutics to
address many of today's unmet medical needs. We look forward to
working with Vectura's great people as we embark on the next stage
of our transformation."
-- The full terms and conditions to the Offer, along with an
expected timetable of principal events, are set out in the Offer
Document.
Terms capitalised but not defined in this announcement have the
meanings given in the Offer Document.
Action to be taken
The Offer will remain open for acceptance until 1:00 p.m.
(London time) on 15 September 2021. To accept the Offer, it is
important that you follow the instructions set out in Sections C, D
and/or E of Part 2 of the Offer Document and, in respect of
certificated Vectura Shares, as further described in the Form of
Acceptance.
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).
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
Vectura Tel: +44 (0)20 7881 0524
Will Downie (Chief Executive Officer)
Paul Fry (Chief Financial Officer)
J.P. Morgan Cazenove, as Joint Financial Tel: +44 (0)20 7742 4000
Adviser and Joint Corporate Broker
to Vectura
James Mitford
Celia Murray
Alex Bruce
Hemant Kapoor
Rothschild & Co, as Joint Financial Tel: +44 (0)20 7280 5000
Adviser to Vectura
Julian Hudson
Vincent Meziere
Toby Wright
Numis, Joint Corporate Broker to Vectura Tel: +44 (0)20 7260 1000
James Black
FTI Consulting, PR Adviser to Vectura Tel: +44 (0)20 3727 1000
Ben Atwell Email:SCVectura@fticonsulting.com
John Waples
Simon Conway
Public Enquiries
David Ginivan Tel: +44 (0)7471 352
720
Analyst/Investor Enquiries Email: ir@Vectura.com
Olivia Manser Tel: +44 (0)7947 758
259
DLA Piper UK LLP is retained as legal adviser to PMI and PMI
Bidder.
Clifford Chance LLP is retained as legal adviser to Vectura.
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.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the Financial Conduct Authority
("FCA"). J.P. Morgan Cazenove is acting as financial adviser and
corporate broker exclusively for Vectura and no one else in
connection with the Offer and will not regard any other person as
its client in relation to the Offer and will not be responsible to
anyone other than Vectura for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Offer or any matter referred to
herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Vectura and for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Vectura for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement or any
matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Vectura and no one else in connection with the matters set out
in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Vectura for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
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 and PMI Bidder shall prepare the Offer Document to be
distributed to Vectura Shareholders. Vectura and PMI Bidder urge
Vectura Shareholders to read the Offer Document when it becomes
available because it shall contain 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 Ventura 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 Vectura, any member of
the Vectura Group, 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
Vectura, any member of the Vectura Group, 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 Vectura, any member of the Vectura Group, 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, any member of the PMI Group,
Vectura's or any member of the Vectura 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, any member of the PMI Group, Vectura's or any member of
the Vectura 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 Vectura, any member of the Vectura Group or any of 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 Vectura
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Vectura, the Vectura Group, 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 Vectura's website at www.Vectura.com and 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.
You may request a hard copy of this announcement by contacting
Vectura's registrar, Computershare Investor Services Plc, on 0370
707 1387 (or from outside of the UK, on +44 (0)370 707 1387)
between 8:30 a.m. to 5:30 p.m. Monday to Friday (London time)
(except English and Welsh public holidays) or by submitting a
request in writing to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY. Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
ODPGPUCWRUPGGQQ
(END) Dow Jones Newswires
August 16, 2021 12:45 ET (16:45 GMT)
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