August 16, 2021
Philip Morris International Enters Tender Period with Vectura Shareholders Following Unanimous Recommendation by Vectura Board
- The Vectura board have unanimously recommended PMI's 165p-per-share offer to shareholders
- The board cited PMI’s superior cash price offered to Vectura shareholders, and the benefit to stakeholders from PMI's significant financial resources, commitment to enhanced research and development, and autonomy as factors contributing to their decision
“PMI’s acquisition of Vectura is part of our long-term strategy to transform PMI by investing in scientific excellence and leveraging its capabilities and expertise,” said PMI’s Chief Executive Officer,
PMI’s proposed acquisition of Vectura is part of its long-term strategy, as outlined in its 2020 Integrated Report and will provide support for Vectura’s continued growth as:
- PMI will build on its leading scientific capabilities to develop products and services that go Beyond Nicotine. PMI aims to achieve at least
- PMI’s business model and strategy are driven by a long-term commitment to the transformation of its business and not a search for short-term gains and efficiency. Since 2008, PMI has invested
- PMI's commitment to transform itself requires an evolution into different industries with the application of its significant expertise in the inhalation space to address unmet medical and consumer needs by delivering products and solutions that improve people's lives. This is a change that, like so many other companies, reflects the need to transform around both ESG and broader goals of improving the world in which we all live.
- 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 products; 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 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 strongly supports and is aligned with Vectura’s strategy of delivering drugs through inhalation using innovative technology that can effectively address many of today’s unmet medical needs. 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 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 intends to increase the total level of expenditure on research and development that it believes will further benefit Vectura’s differentiated technologies and development expertise for the delivery of complex inhaled therapeutics.
- Vectura can help 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
- PMI’s significant expertise in aerosolization and inhalation forms the foundation of a science-based company that will continue to apply its skills to life sciences. PMI has developed expertise in pre-clinical and clinical studies, as well as behavioral research and post-market studies, to meet the highest regulatory standards, including receiving authorizations from the
- Operating Vectura as an autonomous business unit forming the backbone of its inhaled therapeutics business, PMI will give Vectura 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 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
The Offer will initially remain open for acceptance until
PMI will fund the transaction with existing cash and expects it to close in the second half of 2021, subject to receipt of acceptances of the offer 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 recommended cash offer announcement will be made available on www.pmi.com/investor-relations
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 acceptances from a sufficient number of Vectura shareholders in respect 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 hire and/or retain 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
1 Being the last business day prior to the commencement of the offer period.
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