Philip Morris Holland Holdings B.V. Extends the Acceptance Period for the Recommended Cash Offer to the Shareholders of Swedish Match AB Until October 21, 2022

BERGEN OP ZOOM, Netherlands--(BUSINESS WIRE)-- 

This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand, or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document, which has been published on the Offer website (www.smokefree-offer.com). Shareholders in the United States should also refer to the section entitled “Special notice to shareholders in the United States” at the end of this announcement.

On May 11, 2022, 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”). An offer document regarding the Offer was made public on June 28, 2022 (the “Offer Document”) and a supplement to the Offer Document was made public on July 22, 2022. The acceptance period for the Offer, which commenced on June 29, 2022 and was initially set to expire on September 30, 2022, is now extended until October 21, 2022.

The completion of the Offer is conditional upon, inter alia, all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, being obtained, in each case on terms which, in PMHH’s opinion, are acceptable.

PMHH has obtained all regulatory, governmental or similar approvals required for the transaction, including the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval under Brazil’s merger control regime, other than merger control approval from the European Commission, which is still pending.

Based on customary pre-notification discussions with the European Commission, PMHH’s current assessment is that the European Commission will not complete its review of the transaction before the expiry of the initial acceptance period on September 30, 2022. PMHH’s assessment is that the process with the European Commission will instead be completed during October 2022. Therefore, the Board of Directors of PMHH has resolved to extend the acceptance period for the Offer up to and including October 21, 2022 at 17.00 CEST. Other than the extension of the acceptance period, the terms and conditions of the Offer remain unchanged.

Settlement will be initiated as soon as PMHH announces that the conditions for the Offer have been fulfilled or when PMHH otherwise decides to complete the Offer. If such announcement takes place on October 24, 2022, at the latest, settlement is expected to be initiated around October 27, 2022.

PMHH reserves the right to further extend the acceptance period and, to the extent necessary and permissible, will do so in order for the acceptance period to cover applicable decision-making procedures at relevant authorities. PMHH also reserves the right to postpone the settlement date, however, that settlement shall in any event be made within 7 business days following the expiration of the acceptance period (provided that the Offer has been declared unconditional). PMHH will announce any extension of the acceptance period and/or postponement of the settlement date by a press release in accordance with applicable laws and regulations.

The shares tendered in the Offer as of August 8, 2022 amount to in aggregate 3,637,683 shares in Swedish Match, corresponding to approximately 0.24 percent3 of the share capital and the voting rights in Swedish Match.

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information was submitted for publication on August 9, 2022 at 22.05 p.m. (CEST).