PMHH becomes owner of 93.11 percent of shares in Swedish Match

Philip Morris Holland Holdings B.V.1 (“PMHH”), an affiliate of Philip Morris International Inc. (“PMI”), announced a recommended public offer to the shareholders of Swedish Match AB (“Swedish Match”) to tender all shares in Swedish Match2 to PMHH (the “Offer”).

On November 7, 2022, PMHH declared the Offer unconditional and announced that it would complete the Offer and acquire all shares in Swedish Match that have been tendered in the Offer. In addition, PMHH extended the acceptance period until November 25, 2022 and informed the Swedish Match shareholders that the price in the Offer for shares tendered during the further extended acceptance period would be reduced to SEK 115.07 in cash per share due to the resolved dividend payment by Swedish Match of SEK 0.93 per share for shareholders of record as of November 14, 2022. Today, PMHH announces that it becomes the owner of 93.11 percent2 of the shares in Swedish Match.

The Offer is now closed. The shares tendered in the Offer at the end of the acceptance period (which expired on November 4, 2022) amounted to in aggregate 1,255,989,816 shares in Swedish Match2, corresponding to approximately 82.59 percent2 of the share capital and the voting rights in Swedish Match. On November 10, 2022, PMHH announced that PMHH had acquired 49,899,948 shares in Swedish Match outside the Offer, corresponding to approximately 3.28 percent2 of the share capital and the voting rights in Swedish Match, since the announcement of the outcome of the Offer on November 7, 2022.

The shares tendered in the Offer during the further extended acceptance period (which expired on November 25, 2022) amount to in aggregate 80,933,854 shares in Swedish Match, corresponding to approximately 5.32 percent2 of the share capital and the voting rights in Swedish Match. In addition, PMHH has acquired an additional 29,164,342 shares in Swedish Match outside the Offer, corresponding to approximately 1.92 percent2 of the share capital and the voting rights in Swedish Match, since the announcement of the press release on November 10, 2022. No acquisitions have been made at a price exceeding the price in the Offer.

Accordingly, the total number of shares in Swedish Match held by PMHH, including the shares tendered in the Offer at the end of the further extended acceptance period on November 25, 2022, amounts to 1,415,987,960 shares, corresponding to approximately 93.11 percent2 of the share capital and the voting rights in Swedish Match.

“We are delighted to have obtained over 90% ownership of Swedish Match, allowing us to initiate a minority redemption process to acquire the remaining shares outstanding and request the delisting of the company from the stock market,” said Jacek Olczak, Chief Executive Officer of PMI. “This transaction marks a major milestone in accelerating our shared objective of a smoke-free future. We look forward to welcoming Swedish Match’s employees and leading oral nicotine portfolio into the PMI family to create a global smoke-free champion, notably bringing IQOS and ZYN together in both the U.S. and international markets. We are very excited about the growth, value creation and progress in Tobacco Harm Reduction that we believe can be achieved together over the coming years. Despite the increased cost of financing over recent months, we expect the combination to be low single-digit accretive to PMI’s adjusted diluted EPS in 2023, before potential revenue synergies and excluding transaction-related and one-off costs and the amortization of acquired intangibles.”