Philip Morris Holland Holdings becomes owner of 93.11% of Swedish Match shares

On May 11, 2022, Philip Morris Holland Holdings, an affiliate of Philip Morris International (PM), announced a recommended public offer to the shareholders of Swedish Match AB (SWMAY) to tender all shares in Swedish Match to PMHH. 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 amounted to in aggregate 1,255,989,816 shares in Swedish Match, corresponding to approximately 82.59 percent 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 amount to in aggregate 80,933,854 shares in Swedish Match, corresponding to approximately 5.32 percent 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 percent 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 percent of the share capital and the voting rights in Swedish Match The transaction will result in a combined company with a strong balance sheet and leverage of approximately 3x net debt to adjusted EBITDA, with deleveraging anticipated over the next few years. PMI remains committed to its strong single-A credit ratings, as a growing and highly cash-generative business. To support deleveraging, PMI has suspended its current three-year share repurchase program, which began in July 2021. PMI also remains committed to its progressive dividend policy, while gradually reducing its adjusted diluted EPS payout ratio to around 75% over time. PMHH has decided not to further extend the acceptance period. Settlement for shares tendered in the Offer during the extended acceptance period, is expected to be initiated around December 2, 2022. PMHH reserves the right to postpone the settlement date, provided however, that settlement shall in any event be made within 7 business days following the expiration of the acceptance period. PMHH will announce any postponement of the settlement date by a press release in accordance with applicable laws and regulations PMHH intends to initiate compulsory redemption under the Swedish Companies Act to acquire all remaining shares in Swedish Match. PMHH also intends to request delisting of Swedish Match’s shares from Nasdaq Stockholm. Prior to the announcement of the Offer, neither PMHH nor any closely related companies or closely related parties owned or otherwise controlled any shares in Swedish Match or other financial instruments that give financial exposure to Swedish Match’s shares. Apart from the 79,064,290 shares in Swedish Match that PMHH has acquired outside the Offer, as described above, neither PMHH or any closely related companies or closely related parties have acquired any shares in Swedish Match or other financial instruments that give financial exposure to Swedish Match’s shares outside the Offer. To the extent permissible under applicable law or regulations, PMHH and its affiliates may acquire, or take measures to acquire, additional shares in Swedish Match in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations. Due to the resolved dividend payment by Swedish Match of SEK 0.93 per share with record date for the payment on November 14, 2022, and date for payment through Euroclear Sweden on November 17, 2022, the price in the Offer for shares tendered during the further extended acceptance period has, in accordance with the terms and conditions of the Offer4, been reduced accordingly to SEK 115.07 in cash per share. For further information regarding Swedish Match’s resolution on dividends at the annual general meeting 2022, please refer to Swedish Match’s website, www.swedishmatch.com. Since the Offer has been declared unconditional, shareholders who have accepted the Offer have no right to withdraw acceptances.