Notice of Withdrawal and Refiling of Premerger Notification and Report Form Under the HSR Act and Ex
TOKYO -- (BUSINESS WIRE) --
Japan Tobacco Inc. (JT) announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the JT Group’s pending acquisition of Vector Group Ltd. (“VGR”). As previously announced on September 4, 2024, the JT Group, through Vapor Merger Sub Inc., an entity the JT Group established for the purpose of this acquisition (“Merger Sub”), commenced a cash tender offer to purchase all outstanding shares of common stock of VGR (the “Shares”), for $15.00 per Share in cash, subject to applicable withholding taxes and without interest.
JT has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on August 30, 2024, to provide the Federal Trade Commission (the “FTC”) with additional time for review. Following such refiling, the waiting period under the HSR Act will expire at 11:59 P.M., Eastern Time, on October 3, 2024.
Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, Merger Sub is extending the tender offer, which was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on October 1, 2024, until one minute after 11:59 P.M., Eastern Time, on October 4, 2024. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All other terms and conditions of the tender offer will remain unchanged during the extended period.
The acquisition is expected to be completed by the end of JT Group’s current fiscal year, ending December 31, 2024, subject to receipt of antitrust approvals and satisfaction of customary closing conditions.
MacKenzie Partners, Inc. is acting as information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to MacKenzie Partners, Inc. by telephone, toll-free at (800) 322-2885 for shareholders, or at (212) 929-5500 for Banks and Brokers.
The depository for the tender offer is Equiniti Trust Company, LLC. The depository has advised JT that, as of 5:00 p.m., Eastern time, on September 17, 2024, approximately 2,173,783 shares of VGR had been validly tendered and received, and not validly withdrawn, pursuant to the offer, representing approximately 1.38% of the outstanding shares of VGR as of such date and time. Stockholders who have already tendered their shares do not need to retender such shares or take any other action as a result of the extension of the tender offer.
Forward-Looking Statements
This announcement may include statements that are not statements of historical fact, or “forward-looking statements,” including with respect to the JT Group’s proposed acquisition of VGR. Such forward-looking statements include, but are not limited to, the ability of the JT Group and VGR to complete the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, the JT Group’s and VGR’s beliefs and expectations and statements about the benefits sought to be achieved in the JT Group’s proposed acquisition of VGR, the potential effects of the acquisition on both the JT Group and VGR and the possibility of any termination of the merger agreement. These statements are based upon the current beliefs and expectations of the JT Group’s and VGR’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include, but are not limited to, uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of VGR’s stockholders will tender their shares in the offer; the possibility that various conditions to the consummation of the offer and the merger contemplated by the merger agreement may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the transactions contemplated by the merger agreement and the impact of the announcement and pendency of the transactions on VGR’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of tobacco industry regulation and tobacco legislation in the United States and internationally; competition from other products; and challenges inherent in new product development, including obtaining regulatory approval.
Neither the JT Group nor VGR undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Japan Tobacco Inc.’s integrated report for the year ended December 31, 2023, VGR’s Annual Report on Form 10-K for the year ended December 31, 2023 and VGR’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2024 and June 30, 2024, in each case as amended by any subsequent filings made with the SEC. These and other filings made by VGR with the SEC are available at www.sec.gov.
Additional Information for US Shareholders and Where to Find It
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of VGR. JTI (US) Holding Inc. and its acquisition subsidiary have filed with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, and Vector Group Ltd. has filed a Solicitation/Recommendation Statement on Schedule 14D-9, all with respect to the Offer (as defined in those documents). HOLDERS OF SHARES OF VGR ARE URGED TO READ THE RELEVANT TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE SOLICIATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT VGR STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, are available to holders of shares of VGR at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by VGR may be obtained at no charge under the “Investors” section of VGR’s internet website at https://vectorgroupltd.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, VGR files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by VGR at the SEC public reference room at 100 F. Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. VGR’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
###
Japan Tobacco Inc. (JT) is a global company headquartered in Tokyo, Japan. It is listed on the primary section of the Tokyo Stock Exchange (ticker: 2914.T). JT Group has approximately 53,000 employees and 62 factories worldwide, operating in three business segments: tobacco, pharmaceutical, and processed food. Within the tobacco business, the largest segment, products are sold in over 130 markets and its flagship brands include Winston, Camel, MEVIUS, and LD. The Group is committed to investing in Reduced-Risk Products and markets its heated tobacco products under its Ploom brand.
Consumers, shareholders, employees, and society are the four stakeholder groups (4S) at the heart of all of JT Group's activities. Inspired by its “Fulfilling Moment, Enriching Life” purpose, the Group aims to ensure sustainable and valuable contributions to its stakeholders over the long term. In addition to our three business segments, this goal is also supported by D-LAB, the JT Group’s corporate R&D initiative, set up to search and create added-value business opportunities. For more information, visit https://www.jt.com/.
- 品质至上,口味多样,Julius Meinl小红帽咖啡引领咖啡文化新风尚
- Zymeworks Announces Participation in Upcoming Investor Conferences
- 临商银行商城小微支行扎实开展存款保险宣传 提升公众认知度
- 以客为友,淘车车厦门店吸引客户自发引流
- 张冬青‖大雅正声--当代中国画学术中坚六十家提名展
- 持续创新,聚力增长——通用磨坊中国推动业务加速发展
- 刘诗诗亮相央视春晚《年锦》,唐风造型国色天香惊艳四座
- 多行业薪资抢先看 | RGF发布《薪酬观察2024:中国大陆篇》,揭秘2024年薪酬趋势
- 董探花家族传记
- 暖“新”更暖心:南京移动“劳动者爱心驿站”启用
- 日本厚生劳动省批准了莫德纳公司针对SARS-COV-2 JN.1变异株的COVID-19 mRNA疫苗的部分变更申请
- 通付盾获授苏州市“人工智能+”创新技术供给企业,助力建设国际领先“人工智能+”创新发展试验区
- 衡阳农发行:金融普惠 惠及五方
- 绿米联创和志邦家居,一起开启智能家居新生活!
- 渠道共振,齐拓华南百货新版图——2024华南百货展9月将盛大启幕
- 村田实现超小型0402M尺寸、支持100V额定电压的低损耗片状多层陶瓷电容器商品化
- Junshi Biosciences Announces NDA Acceptance in Hong Kong for Toripalimab
- 比亚迪首款皮卡BYD SHARK墨西哥首发,开启全球新能源皮卡时代
- 2024年度中国百强艺术家榜单——王殿怀作品鉴赏
- 浪潮助力烟台打造镇街“数据大脑”:深挖数据要素价值,按下基层治理加速键
推荐
- 奥运冠军刘翔更新社交账号晒出近照 时隔473天更新动态! 2月20日凌晨2点,奥运冠军刘翔更新社交账号晒 资讯
- 看新东方创始人俞敏洪如何回应董宇辉新号分流的? (来源:中国证券报) 东方甄选净利润大幅下滑 资讯
- 大家一起关注新疆乌什7.1级地震救援见闻 看到热气腾腾的抓饭马上就要出锅、村里大家 资讯
- 周星驰新片《少林女足》在台湾省举办海选,吸引了不少素人和足球爱好者前来参加 周星驰新片《少林女足》在台湾省举办海选,吸 资讯
- 新增供热能力3200万平方米 新疆最大热电联产项目开工 昨天(26日),新疆最大的热电联产项目—&md 资讯
- 产业数字化 为何需要一朵实体云? 改革开放前,国内供应链主要依靠指标拉动,其逻 资讯
- 海南大学生返校机票贵 有什么好的解决办法吗? 近日,有网友在“人民网领导留言板&rdqu 资讯
- 中央气象台连发四则气象灾害预警 暴雪橙色预警+冰冻橙色预警+大雾黄色预警+ 资讯
- 透过数据看城乡居民医保“含金量” 缴费标准是否合理? 记者从国家医保局了解到,近期,全国大部分地区 资讯
- 一个“江浙沪人家的孩子已经不卷学习了”的新闻引发议论纷纷 星标★ 来源:桌子的生活观(ID:zzdshg) 没 资讯