|
|
|
|
|
|
Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
On September 15, 2021, PMI Global Services, Inc., a Delaware corporation and a wholly owned subsidiary of Philip Morris International Inc. ("PMIGS"), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares (the “Shares”) of Claudio Holdco A/S, the ultimate holding company of Fertin Pharma A/S (“Fertin”), from Claudio Topco B.V., a private limited liability company organized under Dutch law, and Bagger-Sorensen & Co. A/S, a limited liability company organized under Danish law (together, the "Majority Sellers"), as well as from certain minority sellers, pursuant to a Share Sale and Purchase Agreement, dated June 30, 2021, between PMIGS and the Majority Sellers (the “Agreement”).
Fertin is a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems, and it will operate as a wholly owned subsidiary by PMI.
The total cost of the Acquisition was approximately $818,144,647, of which PMIGS paid $576,895,945 for the purchase of the Shares, and $241,248,702 for the retirement of Fertin’s debt.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated herein by reference.
|
|
|
|
|
|
Item 7.01.
|
Regulation FD Disclosure.
|
In connection with the previous announcement by Philip Morris International Inc. ("PMI") of the commencement of its tender offer to acquire Vectura Group plc (“Vectura”), on September 14, 2021, PMI announced that PMIGS received the requisite approval of the Japan Fair Trade Commission in respect of its tender offer for Vectura. The press release that was issued in the United Kingdom via the Regulatory News Service is attached hereto as Exhibit 99.1 and incorporated by reference herein. On September 16, 2021, PMI also announced that its offer for Vectura has become unconditional, having received 74.77% of Vectura's shares. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Additional information about PMI’s tender offer for the shares of Vectura may be found on PMI's website under “Offer to Acquire Vectura Group plc.”
On September 15, 2021, PMI issued a press release announcing the completion of the acquisition described in Item 2.01 above, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.
On September 15, 2021, PMI also issued a press release announcing that its Board of Directors increased PMI's regular quarterly dividend by 4.2% to an annualized rate of $5.00 per share, which press release is attached as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.