美國商業資訊

2024-10-09 15:17

JT Group Completes Acquisition of Vector Group Ltd.

TOKYO--()--Japan Tobacco Inc. (JT) (TSE: 2914) announces that the JT Group completed the acquisition of Vector Group Ltd. (VGR) on October 7, 2024, following a tender offer, initially announced on August 21, 2024 (JT Group to Acquire Vector Group Ltd.).

The tender offer period, initiated on September 4, 2024, expired at one minute after 11:59 P.M., Eastern Daylight Time (EDT), on October 4, 2024. The conditions of the tender offer having been satisfied, the JT Group has accepted all such tendered shares, and, following a statutory merger on October 7, 2024, VGR became a wholly owned subsidiary of the JT Group and was delisted from the New York Stock Exchange on October 7, 2024.

In line with JT Group’s tobacco business strategy, this acquisition is expected to improve the Company’s Return-On-Investment in combustibles by significantly increasing the Group’s presence and distribution network in the US, the second largest tobacco market in net sales and one of the most profitable.

1. Results of Tender Offer

(1) Overview of Tender Offer

①Tender offeror

Vapor Merger Sub Inc.

②Target Company

Vector Group Ltd.

③Class of shares to be acquired

Common stock (on a fully diluted basis)

④Tender offer price

US$ 15.00 per share

⑤Period of tender offer

September 4, 2024 to one minute after 11:59 P.M, EDT October 4, 2024

⑥Conditions of tender offer

The tender offer was subject to approval under U.S. and Serbian antitrust laws, the tender of more than 50% of VGR’s outstanding common stock, and satisfaction of other customary closing conditions. Any remaining shares of common stock of VGR that were not tendered in the tender offer were, upon the completion of the transaction, cancelled and converted into the right to receive the same consideration payable in the tender offer.

 

(2) Results of Tender Offer

① Status of application (as of at one minute after 11:59 P.M. EDT, on October 4, 2024)
Number of shares tendered: 108,097,425 shares (approximately 68.7%)
② Results of the Tender Offer
The Offer was validly completed because the number of shares of VGR common stock validly tendered met and exceeded the minimum conditions set forth in 1.(1).⑥ above.

(3) Merger Procedures after the Tender Offer

On October 7, 2024 EDT, VGR and the Offeror merged and VGR is the surviving entity. After the merger VGR became a wholly owned subsidiary of the JT Group. As a result, effective from October 7, 2024, the shares of VGR stock not tendered in the offer were cancelled and converted into the right to receive payment of $15.00 per share in cash, the same as the purchase price in the tender offer.

2. Change of Subsidiary

(1) Reason for change

As a result of the Tender Offer, VGR became a consolidated subsidiary of the JT Group as of October 7, 2024 EDT.

(2) Overview of Subsidiary to be Transferred

① Name

Vector Group Ltd.

② Address

Miami, FL 33137 USA

③ Representative

Howard M. Lorber (President and CEO)

④ Business description

Manufacturing and sales of cigarettes, etc.

⑤ Capitalization

USD 15,598 Thousand (As of December 31, 2023)

⑥ Year of foundation

1873

⑦ Major shareholder and holding ratio (As of June 27, 2024)

BlackRock, Inc. (13.61%)
The Vanguard Group, Inc. (11.35%)
Dr. Phillip Frost (9.38%)

⑧ Relationship with JT

Capital

None

Personnel

None

Business

None

⑨ Financial results audited (Note1)

Accounting period

(Dollars in Thousands)

Fiscal year ended

December 31, 2021

Fiscal year ended

December 31, 2022

Fiscal year ended

December 31, 2023

Net assets

(841,553)

(807,877)

(741,814)

Total assets

871,087

908,591

934,095

Net assets per share

(Dollar) (Note2)

(5.47)

(5.22)

(4.76)

Net sales

1,220,700

1,441,009

1,424,268

Operating profit

320,439

339,010

328,035

Net income

219,463

158,701

183,526

Net income per share

(Dollar) (Note3)

1.16

1.01

1.40

Dividend per share (Dollar)

0.80

0.80

0.80

 

Note1: The results of operations and financial condition of the company are taken from the Form 10-K filed by VGR with the U.S. Securities and Exchange Commission (SEC).
Note2: Net assets per share is calculated by dividing net assets by the number of common shares outstanding at the end of each period.
Note3: Diluted EPS is shown.

3. Status of the number of shares and consideration for acquisition

① Number of shares held by JT Group (before acquisition)

None

② Number of shares to be acquired

157,420,597 shares

③ Acquisition price

The outstanding shares: USD 2.4 billion

(approximately 378 billion yen)

④ Number of shares to be held by JT Group (after acquisition)

157,420,597 shares

(Ratio of voting rights: 100%)

 

Note 1: The acquisition price is converted at the rate of 158.229 yen per U.S. dollar (TTM rate mean in July, 2024).

4. Date of change of subsidiary
October 7, 2024 EDT

5. Impact on Financial Performance
The transaction is not expected to have any material impact on the Group’s consolidated performance for the fiscal year ending December 31, 2024.

6. Notes

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 acquisition of VGR. Such forward-looking statements include, but are not limited to, the JT Group’s beliefs and expectations and statements about the benefits sought to be achieved in the JT Group’s acquisition of VGR and the potential effects of the acquisition on both the JT Group and VGR. These statements are based upon the current beliefs and expectations of the JT Group’s management and are subject to significant risks and uncertainties. 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, 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.

JT Group 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.

###

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/.

Contacts

Investor and Media Relations Division
Japan Tobacco Inc.

For Investors  
Jerome Jaffeux, Head of IR: jt.ir@jt.com
For Media   
Yunosuke Miyata, Director: jt.media.relations@jt.com

【etnet 30周年】多重慶祝活動一浪接一浪,好禮連環賞! ► 即睇詳情

上一篇新聞︰2024-10-09 15:20  Kinaxis助力Ono Pharmaceutical提升供應鏈營運效率

下一篇新聞︰2024-10-09 15:12  Boomi榮獲2024年「最佳iPaaS」API獎

人氣文章
最近7天
1
高息定存 | 6個月港元定存3.8厘新高,188日快閃優惠3.68厘
2
高息定存 | 富邦推快閃定存優惠3個月3.9厘,華僑188日3.68厘
3
高息定存 | 工銀亞洲推3個月5厘息搶新客,招商永隆推快閃優惠
4
回顧展望-新股復燃 | 政策市激發IPO 惟六成新股破發損行情
5
【FOCUS】零售寒冬襲京滬港,逆市奇葩值借鏡
6
港股 | 蕭猷華:恒指料退守至18600點,宜逢低吸納
7
神州經脈 | 換手機可獲政府補貼,政策利率將降,滬指周挫逾5%
8
內銀股 | 人行再提擇機減息降準,內銀獲中金唱好,應該點部署?
9
神州經脈 | PMI遜預期,滬指全年止跌回升,人幣年度貶幅擴
10
新股掛牌 | 布魯可首日掛牌升41%,每手賺7395元
11
回顧展望-人幣走貶 | 關稅殺到,先貶為敬,人幣明年勢見7.5
12
大國博弈 | 【FOCUS】騰訊商湯寧德重挫,CMC清單劍指軍民融合
13
高息定存 | 一周高息合集,銀行年尾搶資金,大眾3個月3.6厘
14
加州山火 | 【FOCUS】洛杉磯烈火焚城,天災背後藏人禍
15
高息定存 | 一周高息合集,恒生1個月定存4厘,工銀亞洲3個月最高5厘
16
回顧展望-A股自強 | 憧憬國策利好,機構對明年股市走勢樂觀
17
高息定存 | 渣打特選客6個月3.48厘,建行亞洲推1個月6.18厘高息吸客
18
藍圖2.0 | 旅遊發展藍圖2.0提四大策略,推特色項目智慧旅遊並開拓客源
19
去旅行 | 攜程:首十一月香港用戶平均出境航班次數增至1.9次
20
港股 | 蕭猷華:恒指春節前可挑戰21500點
21
港股 | 蕭猷華:恒指春節前目標21500點
22
高息定存 | 一周高息合集,銀行高息吸客,低門檻10萬享6.18厘,3個月最高5厘
23
互聯支付 | 黃俊碩:轉數快與IBPS互聯支付所產生的發展契機
24
高息定存 | 花旗3個月港元定存息加至4厘,信銀國際3.88厘
25
神州經脈 | 基金賣股票據報受限,滬指連跌四日,人行穩匯率
26
專訪|洪灝:美股更大跌幅在前面,恐需習慣4%通脹(有片)
27
微盟 | 炒完微信小店,微盟(2013)遭三名主要股東急沽持股套現
28
一本萬利 | 2025年的五個「勿」(有片)
29
習近平應約與特朗普通電話,特:冀盡快與習見面
30
易經看世界 | 從乙巳年立春八字看香港前景:哪行業當旺?哪行業運滯?(有片)
專業版
HV2
精裝版
SV2
串流版
IQ 登入
強化版
TQ
強化版
MQ

【etnet 30周年】多重慶祝活動一浪接一浪,好禮連環賞!

【蛇年行大運 新年好賞「飾」】etnet賞太歲開運趨吉避凶神器

etnet榮獲HKEX Awards 2023 「最佳證券數據供應商」大獎

大國博弈

貨幣攻略

說說心理話

聖誕新年特輯

Watch Trends 2024

北上食買玩

Art Month 2024

秋天養生食療

山今養生智慧

輕鬆護老