The Marlboro maker agreed this month to buy Swedish Match in a $16 billion bet on the growing market for cigarette alternatives. Swedish Match has recommended shareholders accept the offer, although investors are divided.
"The opportunity cost to shareholders of accepting the bid is significant. Replacing an asset with its prodigious cash generation and high returns on invested capital at a comparable valuation multiple to that which Philip Morris are offering will be extremely difficult," abrdn investment director Roseanna Ivory said in an emailed statement.
"Therefore we are not yet clear that the compelling long-term future value of the company is being adequately represented by the current offer price."
Ivory said abrn had invested in Swedish Match for more than a decade and welcomed the upcoming spin-out of the firm's cigar business, which it said "we have been asking for in our regular meetings with the company".
Abrdn is the 18th biggest shareholder in Swedish Match and held a 0.4% stake totalling $48.7 million as at March 31, according to Refinitiv data.
Some 90% of shareholders need to agree to the deal for it to proceed under Swedish law.
(Reporting by Carolyn Cohn; Editing by Edmund Blair)