- PMI has acquired or received valid acceptances for 74.77%
shares in Vectura, and all other conditions have been satisfied or
waived, making PMI’s offer unconditional in all respects
- PMI reaffirms commitment to using its resources and expertise
to help Vectura grow its business and help PMI achieve its Beyond
Nicotine ambitions
PMI Global Services Inc. (PMI) (NYSE: PM) today announced that
its offer for Vectura Group plc (Vectura) (LSE: VEC) has become
unconditional, having received valid acceptances for or acquired
74.77 % of Vectura shares, in excess of the 50% required under the
acceptance condition, as well as confirming that all other
conditions to the offer have been satisfied or waived. PMI has
extended the offer to allow for the tender of further shares.
“We have reached an important milestone in our acquisition of
Vectura and are pleased to have secured over 74% of the company’s
shares, in excess of the 50% required to make our offer
unconditional and PMI the majority shareholder," said PMI’s Chief
Executive Officer, Jacek Olczak. "We are very excited about the
critical role Vectura will play in our Beyond Nicotine strategy and
look forward to working with Vectura’s scientists and providing
them with the resources and expertise to grow their business to
help us achieve our goal of generating at least $1 billion in net
revenues from Beyond Nicotine products by 2025.”
PMI’s proposed acquisition of Vectura is part of its long-term
strategy to move Beyond Nicotine and will provide support for
Vectura’s continued growth.
- PMI will build on its leading scientific
capabilities to develop products and services that go Beyond
Nicotine. PMI aims to achieve at least $1 billion in annual net
revenues from Beyond Nicotine sources by 2025.
- PMI’s business model and strategy are
driven by a long-term commitment to the transformation of its
business. Since 2008, PMI has invested $8.1 billion in the
research, development, and commercialization of new smoke-free
products for adults who would otherwise continue to smoke. PMI’s
track record of investing in innovation exemplifies its commitment
to invest the time and resources it takes to allow for scientific
innovation of better products. In its Statement of Purpose released
in 2020, PMI reaffirmed its commitment to transformation and
serving stakeholders.
- PMI's commitment to transform itself
requires an evolution into adjacent business areas while applying
its significant expertise in inhalation science to address unmet
medical and consumer needs by delivering medical and wellness
products that improve people's lives. This is a change that, like
for so many other companies, reflects the need to transform to
address the impacts of business on society and to move towards a
net positive future, taking ESG as a key input into a sustainable
strategy.
- PMI’s Beyond Nicotine strategy is built on
two key growth areas: (1) inhaled therapeutics, where it has
already committed resources to its development pipeline of inhaled
over-the-counter and prescription drugs; and (2) developing and
commercializing scientifically substantiated consumer health
products and solutions that improve people’s lives in areas like
energy, sleep, calm, and focus.
- PMI has the resources, commitment, and
patience to advance Vectura’s existing strategy, further it
geographically, and extend into the development of proprietary
inhaled therapeutic products, alongside the existing contract
development and manufacturing organization (CDMO) business. The
market for inhaled therapeutics is growing rapidly, with
significant potential to expand into new application areas beyond
the current market offering. With PMI’s support, Vectura is
well-positioned to address this market growth.
- PMI intends to ensure Vectura remains a
trusted partner in the pharmaceutical industry for the development
of inhaled therapeutic products, providing the best possible
treatments for providers, prescribers, and their patients. PMI
strongly supports and is aligned with Vectura’s strategy of
delivering drugs through inhalation using innovative technologies
that can effectively address many of today’s unmet medical needs
recognizing that the inhalation mode of administration allows for
fast systemic absorption, potential fast onset of effect, and a
better safety profile due to the lower dose needed compared to the
standard of care today.
- PMI intends to increase the total level of
expenditure on research and development and believes that this will
further benefit Vectura’s differentiated technologies and
development expertise for the delivery of complex inhaled
therapeutics, helping to bring the initial pipeline of Beyond
Nicotine concepts that PMI has developed or acquired to market.
This will exemplify PMI’s strategy and give increased confidence in
its transformation to the scientific community and to the public.
Beyond supporting Vectura’s growth, PMI believes these investments
will support the scientific ecosystem in the U.K. for the longer
term, in line with the U.K.’s life sciences strategy and in keeping
with the U.K.’s position as a major scientific innovator.
- Operating Vectura as an autonomous business
unit forming the backbone of its inhaled therapeutics business, PMI
believes Vectura will have the opportunity and tools to undertake
the end-to-end development of inhalable drug-device combinations
and will provide access to PMI’s capabilities in areas such as
pre-clinical safety, clinical development, regulatory affairs, drug
safety, market access, and global reach.
- We look forward to working with Vectura’s
scientists to establish a governance structure that supports its
ongoing scientific efforts.
Vectura is a provider of innovative inhaled drug delivery
solutions that enable partners to bring their medicines to
patients. The company has 13 key inhaled products and 11
non-inhaled products marketed by major global pharmaceutical
partners, as well as a diverse portfolio of partnerships for drugs
in clinical development. In 2020, Vectura generated net revenues of
GBP 191 million (approximately $245 million). The transaction value
represents a multiple of around 15 times Vectura’s 2020 EBITDA.
PMI expects the impact of the acquisition on its full-year 2021
adjusted diluted EPS to be immaterial.
Forward-Looking and Cautionary Statements Statements in
this press release that are not strictly historical, including
statements regarding the acquisition of Vectura, the expected
timetable for completing the transaction, future financial and
operating results, benefits and synergies of the transaction,
future opportunities for the combined businesses, and any other
statements regarding events or developments that we believe or
anticipate will or may occur in the future, may be “forward-
looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve a number of risks and
uncertainties.
There are a number of important factors that could cause actual
events to differ materially from those suggested or indicated by
such forward-looking statements, and you should not place undue
reliance on any such forward-looking statements. These factors
include risks and uncertainties related to, among other things: (1)
the possibility that the integration of Vectura and its operations
with those of PMI may be more difficult and/or take longer than
anticipated, and may not accelerate PMI’s desired entry into
additional smoke-free and Beyond Nicotine platforms as quickly as
anticipated; (2) the possibility that Vectura’s integration into
PMI may be more costly than anticipated and may have unanticipated
adverse results relating to Vectura or PMI’s existing businesses;
(3) the inability to consummate the acquisition in a timely manner;
(4) the inability to complete the acquisition of 100% of the shares
in Vectura; (5) the inability to gain access to differentiated
proprietary technology and pharmaceutical development expertise as
anticipated by the acquisition of Vectura; (6) the effect of the
announcement of PMI’s acquisition of Vectura on PMI’s, Vectura’s,
or the combined company’s respective business relationships,
operating results, and business generally; (7) risks associated
with third-party contracts containing consent and/or other
provisions that may be triggered by the proposed acquisition; (8)
negative effects of the announcement or the consummation of the
acquisition on the market price of PMI’s common stock; (9) the
ability of PMI to hire and/or retain key personnel of Vectura; and
(10) other factors that may affect future results of the combined
company described in the section entitled “Risk Factors” in PMI’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020, PMI’s Form 10-Q for the quarter ended June 30, 2021, and
other filings of PMI with the Securities and Exchange Commission.
The forward-looking statements made herein speak only as of the
date hereof, and PMI does not assume any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events and developments, or otherwise, except
as required by law.
Philip Morris International: Delivering a Smoke-Free
Future Philip Morris International (PMI) is leading a
transformation in the tobacco industry to create a smoke-free
future and ultimately replace cigarettes with smoke-free products
to the benefit of adults who would otherwise continue to smoke,
society, the company, its shareholders and its other stakeholders.
PMI is a leading international tobacco company engaged in the
manufacture and sale of cigarettes, as well as smoke-free products,
associated electronic devices and accessories, and other
nicotine-containing products in markets outside the U.S. In
addition, PMI ships versions of its IQOS Platform 1 device and
consumables to Altria Group, Inc. for sale under license in the
U.S., where these products have received marketing authorizations
from the U.S. Food and Drug Administration (FDA) under the
premarket tobacco product application (PMTA) pathway; the FDA has
also authorized the marketing of a version of IQOS and its
consumables as a Modified Risk Tobacco Product (MRTP), finding that
an exposure modification order for these products is appropriate to
promote the public health. PMI is building a future on a new
category of smoke-free products that, while not risk-free, are a
much better choice than continuing to smoke. Through
multidisciplinary capabilities in product development,
state-of-the-art facilities and scientific substantiation, PMI aims
to ensure that its smoke-free products meet adult consumer
preferences and rigorous regulatory requirements. PMI’s smoke-free
product portfolio includes heat-not-burn and nicotine-containing
vapor products. As of June 30, 2021, PMI’s smoke-free products are
available for sale in 67 markets in key cities or nationwide, and
PMI estimates that approximately 14.7 million adults around the
world have already switched to IQOS and stopped smoking. For more
information, please visit www.pmi.com and www.pmiscience.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210916005394/en/
Philip Morris International David Fraser Philip Morris
International T. +41 (0)79 843 8603 E. david.fraser@pmi.com
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