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May 24, 2019
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 laws.
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
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