July 9, 2021
Philip Morris International Inc. Announces Firm Offer to Acquire Vectura Group plc; Acquisition Accelerates PMI’s Beyond Nicotine Strategy and Expands its Product Pipeline Development Capabilities in Inhaled TherapeuticsDownload
“PMI’s Beyond Nicotine strategy, announced in February, articulates a clear ambition to leverage our expertise in inhalation and aerosolization into adjacent areas—including respiratory drug delivery and selfcare wellness—with a goal to reach at least
“The market for inhaled therapeutics is large and growing rapidly, with significant potential for expansion into new application areas. PMI has the commitment to science and the financial resources to empower Vectura’s skilled team to execute on an ambitious long-term vision. Together, PMI and Vectura can lead this global category, bringing benefits to patients, to consumers, to public health, and to society-at-large.”
Vectura is a provider of innovative inhaled drug delivery solutions that enable partners to bring their medicines to patients. The company has thirteen key inhaled and eleven 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
With the acquisition of Vectura, PMI will:
- Gain access to differentiated proprietary technology and pharmaceutical development expertise to deliver a broad range of complex inhaled therapies.
- Add highly complementary human capital, technology, high quality infrastructure, and deep know-how of inhalable formulation and device design development and analysis, drug/device combination, and pharmaceutical management processes and systems. The combination will fully leverage PMI’s existing capabilities in life sciences, product innovation, and clinical expertise.
- Welcome an experienced management team—supported by more than 200 scientists in formulation, devices, inhalation, regulatory teams, and clinical manufacturing—that will help PMI accelerate the development of its healthcare and wellness operations.
- Together with the announced agreement to acquire Fertin Pharma, have a comprehensive portfolio of development capabilities in place—covering innovative inhaled and oral product formulations—to fulfill its “Beyond Nicotine” ambitions, in line with its key sustainability priorities.
PMI believes that, together, the companies can create a fully-owned pipeline of products across a broad range of sectors in the prescription drug and over-the-counter (OTC) categories that will complement Vectura’s CDMO business and service to its existing client base. PMI further believes that its “Beyond Nicotine” aerosolization technologies and development pipeline will provide additional predictability, stability, and security for Vectura’s future.
In February of this year, PMI announced its goal to generate more than 50 percent of total net revenue from smoke-free products by 2025. PMI also announced its aim to generate at least
“We are thrilled by today’s announcement and the prospect that Vectura will be joining the PMI family as an autonomous business unit, forming the backbone of our ‘Beyond Nicotine’ inhaled therapeutic business,” said
PMI sees Vectura's management team presence and continuity as a critical component of the value of the company and PMI's long term ambitious strategic goals.
PMI will fund the transaction with existing cash and expects it to close in the second half of 2021, subject to a shareholder vote and approval by the appropriate regulatory authorities. PMI expects the impact of the acquisition on its full-year 2021 adjusted diluted EPS to be immaterial.
A copy of the Rule 2.7 offer announcement will be made available on www.pmi.com.
- Inhaled therapeutics: a sub-area of respiratory drug delivery that refers to treatments that are breathed in orally, which can provide a faster bioavailability / delivery of care, faster onset of effect and/or superior safety profile compared to standard of care.
- Selfcare wellness: includes botanical and other products, supplements, and over-the-counter solutions that enable consumers to take care of their physical, mental, and emotional well-being.
1 Enterprise value calculated as per Appendix II of the Rule 2.7 offer announcement
2 Based on prevailing exchange rate
3 The last business day prior to the announcement of the offer from Carlyle
4 Based on average 2020 exchange rate
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly historical, including statements regarding the proposed 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 inability to consummate the acquisition in a timely manner; (2) the inability to complete the acquisition due to the failure to obtain Vectura stockholder approval of PMI’s offer or the failure to satisfy other conditions to complete the acquisition, including any required regulatory approvals; (3) the failure of the acquisition to close for any other reason; (4) 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; (5) 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; (6) the inability to gain access to differentiated proprietary technology and pharmaceutical development expertise as anticipated by the acquisition of Vectura; (7) the effect of the announcement of PMI’s offer to acquire Vectura on PMI’s, Vectura’s or the combined company’s respective business relationships, operating results and business generally; (8) risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the proposed acquisition; (9) negative effects of the announcement or the consummation of the acquisition on the market price of PMI’s common stock; (10) the ability of PMI to retain and hire key personnel of Vectura; and (11) 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
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