Item 8.01. Other Events.
On April 1, 2020, the U.S. Federal Trade Commission (the "FTC") issued an
Administrative Complaint In the Matter of Altria Group, Inc. and JUUL Labs,
Inc., Docket No. 9393 (the "Complaint"). The Complaint alleges that Altria
Group, Inc. ("Altria") and JUUL Labs, Inc. ("JUUL") entered into a series of
agreements, including Altria's acquisition of a 35% interest in JUUL (the
"Transaction"), that eliminated competition in violation of Section 1 of the
Sherman Act, Section 5 of the Federal Trade Commission Act and Section 7 of the
Clayton Act. If the FTC prevails on the Complaint, the FTC may order various
forms of relief, including divestiture of Altria's equity stake in JUUL and/or
rescission of Altria's purchase of that stake, the voiding of all agreements
between Altria and JUUL related to the Transaction and a prohibition against any
director or officer of either Altria or JUUL serving on the other party's board
of directors or attending meetings of its board of directors.
The FTC has not sought to preliminarily enjoin Altria from converting its
non-voting JUUL shares to voting shares, and Altria is currently considering
whether to do so.
On April 1, 2020, Altria issued a press release regarding the Complaint. A copy
of the press release is attached as Exhibit 99.1 and incorporated into this Form
8-K by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Altria Group, Inc. Press Release, dated April 1, 2020
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101)
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