LONDON, UK: Tobacco giant Philip Morris International (PMI) will buy all of the issued and to be issued ordinary shares of Vectura at the rate of 150 pence in cash for each share.
The acquisition values the entire issued and to be issued ordinary share capital of Vectura at approximately £1.045 billion.
On 26 May 2021, Vectura and Murano, a newly formed company indirectly controlled by funds managed by Carlyle Europe Partners V, announced that they had agreed the terms of an acquisition of the entire issued and to be issued ordinary share capital of Vectura by Murano, to be implemented by a scheme of arrangement (Carlyle Offer).
The scheme document in respect of the Carlyle Offer was published on 18 June 2021 which included a unanimous recommendation from the Vectura Directors to the Vectura Shareholders to vote in favour of the Carlyle Offer at the Carlyle Offer Shareholder Meetings.
In light of the superior proposal per Vectura Share put forward by PMI Bidder as compared to Murano, the Vectura Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.
Philip Morris International (PMI) is expanding into products beyond tobacco and nicotine, as part of a natural evolution into a broader healthcare and wellness company. In February 2021, it announced its ambition to generate at least $1 billion in annual net revenues from Beyond Nicotine products by 2025 and identified respiratory drug delivery as a key focus.
Since becoming an independent company in 2008, PMI has invested over $8 billion in the development, scientific substantiation and commercialisation of innovative smoke-free products, with the aim of disrupting its own traditional business – the manufacturing and sale of cigarettes – and accelerating the end of smoking.
PMI has committed substantial financial and human resources to developing, scientifically substantiating and commercialising innovative technologies to improve the lives of adult smokers, thereby transforming its business as it purposefully works to phase out cigarettes for a smoke-free future. It has already built the world’s leading smoke-free brand (IQOS) and business in five years since the first full launch, with net revenues of $6.8 billion in 2020 representing almost one quarter of its business. PMI aims be a predominantly smoke-free company by 2025, with more than half of its net revenues from smoke-free products.
A version of its innovative IQOS heated tobacco product was the first electronic smoke-free alternative to cigarettes to be authorised as a “Modified Risk Tobacco Product” by the FDA.
PMI intends for Vectura to operate as an autonomous business unit, forming the backbone of PMI’s inhaled therapeutic business. PMI is supportive of Vectura’s current strategy to become one of the leading CDMOs in this segment and believes there are attractive opportunities to develop and launch proprietary inhaled therapeutic products together, and to expand the geographic reach of Vectura’s business.
The market for inhaled therapeutics is large and growing rapidly as technologies improve, with significant potential to expand into new application areas beyond the current market offering. Vectura is well positioned in this area, and PMI believes it can leverage Vectura’s strengths together with its own to create better products to target unmet medical and consumer needs, in addition to being supportive of Vectura’s current strategy to become one of the leading CDMOs in its segment.
Under its ownership, PMI believes that Vectura can further enhance an already strong foundation through the access to capital and complementary expertise the Acquisition would provide.
PMI has already committed resources to its own internal pipeline for the development of inhaled over-the-counter and prescription products. By adding Vectura’s differentiated technologies and pharmaceutical development expertise for the delivery of complex inhaled therapeutics to PMI’s existing strengths and expertise in inhalation (including pre-clinical safety and toxicology, clinical development and regulatory) PMI believes this would be a compelling combination.
In addition, PMI announced on 1 July 2021 its agreement to acquire Fertin Pharma, a leader in the oral delivery of selfcare wellness products.
The acquisition presents a further and meaningful opportunity to accelerate PMI’s Beyond Nicotine journey by harnessing Vectura’s 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.
PMI believes that Vectura’s capabilities and experienced management team – supported by more than 200 scientists in formulation, devices, inhalation, regulatory teams and clinical manufacturing – will help PMI develop its healthcare and wellness operations and PMI believes that Vectura will play a pivotal role in driving its Beyond Nicotine business forward.
Philip Morris International Inc.
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