Philip Morris International Recommends Rejection of Mini-Tender Offer By TRC
NEW YORK--(BUSINESS WIRE)--2 May 2008--Philip Morris
International Inc. (NYSE/Euronext Paris: PM) has been notified of an
unsolicited "mini-tender offer" by TRC Capital Corporation to purchase
up to 2.0 million shares, or approximately 0.09%, of Philip Morris
International Inc. (PMI) outstanding common stock. TRC Capital's offer
price of $49.25 per share is 3.56% below PMI's closing share price of
$51.07 on April 28, 2008, the day prior to the date of the offer.
PMI recommends that stockholders not tender their shares in
response to TRC Capital's unsolicited mini-tender offer. PMI is in no
way associated with TRC Capital Corporation, its mini-tender offer or
the offer documentation.
The TRC Capital offer is at a price below the market price of
PMI's stock and it has no obligation to purchase shares tendered if
certain conditions exist, including any decrease in the company's
share price or the unavailability of financing for the purchase on
terms satisfactory to TRC Capital. In addition, TRC Capital may amend
its offer, including the reduction of its offering price.
PMI strongly urges investors to obtain current market quotations
for their shares of common stock, to consult with their financial
advisors and to exercise caution with respect to TRC Capital's offer.
As the offer is currently structured, stockholders who may already
have tendered their shares may withdraw them by providing the written
notice described in the TRC Capital offering documents prior to the
expiration of the offer currently scheduled for 12:01 a.m. New York
City Time on Thursday, May 29, 2008.
Mini-tender offers, such as this one, are third-party offers which
seek to acquire less than 5% of a company's outstanding shares. While
PMI understands that TRC Capital has made many such mini-tender offers
in the past, these offers avoid many of the investor protections
afforded for larger tender offers, including the filing of disclosure
and other tender offer documents with the U.S. Securities and Exchange
Commission (SEC), and other procedures required by U.S. securities
The SEC has issued an investor alert regarding mini-tender offers.
The SEC has noted that, in making the offers at below-market prices,
bidders are "hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market price."
PMI encourages stockbrokers and dealers, as well as other market
participants, to review both the SEC and the New York Stock Exchange
(NYSE) recommendations on the dissemination of mini-tender offers.
About Philip Morris International
Philip Morris International (PMI) (NYSE: PM) is the leading
international tobacco company, with seven of the world's top 15 brands
including Marlboro, the number one cigarette brand worldwide. PMI has
more than 75,000 employees and its products are sold in over 160
countries. The Company held a 15.6% share of the international
cigarette market outside of the United States in 2007. For more
information, see www.pmintl.com.
Philip Morris International
New York: +1 917 663 2233
Lausanne: +41 (0)58 242 4666
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