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11 May 20223 minute read

DLA Piper advises Philip Morris International Inc. on USD16 billion recommended cash offer for Swedish Match

DLA Piper, as International Counsel, is advising Philip Morris Holland Holdings B.V., an Affiliate of Philip Morris International Inc. (PMI), on its recommended public offer to the shareholders of Swedish Match AB (Swedish Match), a public limited company with shares listed on Nasdaq Stockholm. The offer values Swedish Match at approx. USD16 billion.

Traded on the New York Stock Exchange, PMI is a leading international tobacco company working to deliver a smoke-free future and evolving its portfolio for the long term to include products outside of the tobacco and nicotine sector. This transaction represents a significant milestone in the delivery of PMI’s mission to replace cigarettes with science-based, less harmful alternatives. Since 2008, PMI has invested more than USD9 billion in researching, developing, and commercialising its smoke-free products, and aims to be a predominantly smoke-free company by 2025, with more than half of its net revenues coming from smoke-free products.

Swedish Match is a leading developer, manufacturer and distributor of global brands in the smoke-free product segment. PMI and Swedish Match share a mutual vision of a world without cigarettes and a commitment to developing, scientifically substantiating, and responsibly commercialising smoke-free products that are less harmful than cigarettes. As PMI continues to evolve its business for the long term, it believes that the two companies would be a perfect pairing of strategic vision, culture, and enterprise.

The DLA Piper team is led by London-based Corporate partners Tom Heylen, Managing Partner of the firm’s London office, and Tracey Renshaw, assisted by senior associates Sarah Riley and Isabella Gee, and associates Freddie De Boise and Kirsty Underhill. The DLA Piper team in the US is led by partners Stasia Kelly, senior advisor to the US Chair of the firm, Kathleen Ruhland, Global Co-Chair and US chair of the Corporate practice, Jonathan Klein, Chair of the US Mergers and Acquisitions practice, and Sanjay Shirodkar, Co-Chair of the Public Company and Corporate Governance practice, and associates Jenna Stewart and Brian Wohlberg. Cross-practice teams from 20 DLA Piper offices are also involved in the transaction.

DLA Piper is providing support in Life Sciences, led by sector Global Co-Chair Marco de Morpurgo (EU) and Christopher Gismondi (US); Patents, led by Dr Philipp Cepl (EU) and Larissa Bifano, US chair of the Patent Prosecution practice; and in SESG, led by Sean Faehrmann of DLA Piper Business Advisory.

Tom Heylen commented: “We are delighted to have supported PMI on this transaction, the largest in its history, which follows our work advising them on their recent acquisitions of Vectura Group Plc and Fertin Pharma A/S, and further builds on our valued relationship with them. Our ability to work seamlessly across specific areas and numerous geographies was central to the delivery of this strategic public offer and is a testament to the strength of our team and the firm’s global footprint. We look forward to supporting PMI on its trajectory toward a smoke-free future.”

Jonathan Klein added: “Our ability to work across geographies, practices and sectors allowed us to address the transactional and regulatory complexities of this deal seamlessly and execute strategically and with consistency on behalf of PMI.”

Stasia Kelly said: “We are very proud to work together across the firm on this important deal. Our ability to work as a global team has been central to the effective delivery of this transaction. Swedish Match has a significant number of US shareholders so it was key that we worked closely with PMI in relation to their participation in the offer.”

Swedish law firm, Roschier, acted as deal counsel.