Philip Morris Holland Holdings B.V. announced a public cash offer to acquire Swedish Match AB (publ) (OM:SWMA) for approximately SEK 160 billion on May 11, 2022. Under the terms of the Offer, Philip Morris Holland Holdings is offering SEK 106 per Swedish Match share in cash. As of October 20, 2022, offer is revised to SEK 116 per share. At the written request of PMHH, the Board has permitted PMHH to conduct a confirmatory due diligence review of Swedish Match in connection with the preparation of the Offer. American Depositary Shares representing the right to receive shares in Swedish Match in connection with unsponsored American Depositary Receipt programs are not included in the Offer. If, prior to settlement of the Offer, Swedish Match distributes dividends or in any other way distributes or transfers value to its shareholders, the consideration in the Offer will be reduced accordingly. Philip Morris International Inc.'s current plans for the future business and general strategy, do not include any material changes with regard to Swedish Match's operational sites, or its management and employees, including their terms of employment. In addition, PMI intends to preserve and develop Swedish Match's operational presence in Sweden, where much of the Company's skills base is located, as well as in Richmond, Virginia, the site of the head office for Swedish Match's U.S. Division. PMHH has also reserved the right to extend the acceptance period and, to the extent necessary and permissible, will do so in order for the acceptance period to cover applicable decision-making procedures at relevant authorities. Completion of the Offer is conditional upon, amongst other things, PMHH becoming the owner of more than 90 percent of the total number of shares in Swedish Match, approval of shareholders of Swedish Match and the receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in PMHH's opinion, are acceptable. According to PMHH's assessment, the transaction will require customary merger control approvals (and foreign direct investment approvals) including in the European Union, the United States, and Brazil. PMHH has initiated the work on filings relevant for the transaction. PMHH expects relevant clearances to be obtained prior to the end of the acceptance period. The Board of Directors of Swedish Match AB recommends that the shareholders of Swedish Match accept the offer. As of June 28, 2022, the transaction has been approved and registered by the Swedish Financial Supervisory Authority. Following completion of the Tender Offer and subject to the satisfaction of the requirements of the Swedish Companies Act, PMHH intends to commence compulsory redemption proceedings for all outstanding Shares not purchased pursuant to the Tender Offer, as to which compulsory redemption proceedings Swedish Match express no opinion. The consideration payable in respect of the Offer is fully secured by funds which PMI has undertaken to contribute, directly or indirectly, to PMHH. PMI's undertaking to contribute funds is fully secured by funds available to PMI pursuant to debt financing committed to be provided by Bank of America and Citi on terms which are customary for the financing of public offers. The mentioned undertaking from PMI and financing will provide PMHH with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, completion of the Offer is not subject to any financing condition. On May 11, 2022, PMI entered into a credit agreement relating to a 364-day senior unsecured bridge facility with the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent. The Facility provides for borrowings up to an aggregate principal amount of $17 billion (SEK 169.9 billion) and expires 364 days after the occurrence of certain events. As of July 21, 2022, the waiting period for the transaction under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), had expired. As of November 7, 2022, the offeror has received acceptance of of more than 80% of shareholders and must obtain the agreement of 90% of the shareholders.

The acceptance period of the Offer is expected to commence on or around June 23, 2022 and expire on or around September 30, 2022, subject to any extensions. Commencement of settlement is Week of October 3, 2022. As of August 9, 2022, the acceptance period for the offer is now extended until October 21, 2022. As of October 4, 2022, the acceptance period is further extended, until November 4, 2022. It is also expected to be accretive to adjusted diluted EPS before any synergies and excluding transactions & amortization cost of acquired intangibles. The European Commission has approved transaction by Philip Morris International on October 25, 2022. On October 27, 2022,the board of directors of Swedish Match recommends its shareholders to accept the increased revised offer. As of November 7, 2022, The shares tendered in the Offer at the end of the acceptance period (which expired on November 4, 2022) amount to in aggregate 1,255,945,656 shares in Swedish Match, corresponding to approximately 82.59 percent of the share capital and the voting rights in Swedish Match. PMHH has decided to waive the acceptance level condition and to complete the Offer. Accordingly, as all other conditions for completion of the Offer have been satisfied, the Offer is declared unconditional and PMHH will acquire all shares in Swedish Match that have been tendered in the Offer. To provide the remaining shareholders of Swedish Match who have not tendered their shares time to accept the Offer, the acceptance period will be further extended until November 25, 2022. Settlement for shares tendered in the Offer during the further extended acceptance period is expected to be initiated, around December 2, 2022. Due to the resolved dividend payment by Swedish Match of SEK 0.93 per share with record date for the payment on November 14, 2022, and expected date for payment through Euroclear Sweden on November 17, 2022, the price in the Offer for shares tendered during the further extended acceptance period will, in accordance with the terms and conditions of the Offer, be reduced accordingly to SEK 115.07 in cash per share.

Swedish Match has retained Goldman Sachs Bank Europe SE, Sweden Bankfilial as financial adviser and Mannheimer Swartling Advokatbyrå as legal adviser in relation to the Offer. KANTER Advokatbyrå has also assisted Swedish Match with certain legal advice related to the Offer. Goldman Sachs Bank Europe SE, Sweden Bankfilial has, in its capacity as financial adviser, provided an opinion to the Board that, as of May 11, 2022. In addition, SEB Corporate Finance, Skandinaviska Enskilda Banken AB has also provided a fairness opinion to Swedish Match's shareholders from a financial point of view. The acceptance level of the Offer or whether it is completed. Merrill Lynch International (“BofA Securities”) and Citigroup Global Markets Limited are acting as financial advisors to PMHH in connection with the Offer. Jens Bengtsson, Malin Leffler, Ola Sandersson, Veronica Stiller, Björn Johansson Heigis, Kristian Hugmark, Jenny Welander Wadström and Rebecca Huselius of Roschier Advokatbyrå (lead counsel), DLA Piper (international counsel), Clifford Chance, and Davis Polk & Wardwell are legal advisors to PMHH in connection with the Offer. Simpson Thacher and Bartlett LLP acted as legal advisor to PMHH in connection with this offer. Sebastian R. Sperber of Cleary Gottlieb is representing Goldman Sachs Bank Europe SE. Sullivan & Cromwell LLP acted as a legal advisor to Swedish Match AB.

Philip Morris Holland Holdings B.V. completed the acquisition of Swedish Match AB (publ) (OM:SWMA) on November 25, 2022. The Offer is now closed and the total number of shares in Swedish Match held by PMHH, including the shares tendered in the Offer at the end of the further extended acceptance period on November 25, 2022, amounts to 1,415,987,960 shares, corresponding to approximately 93.11 percent2 of the share capital and the voting rights in Swedish Match. Settlement for shares tendered in the Offer expected to be initiated around December 2, 2022. PMHH intends to initiate compulsory redemption under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Swedish Match. PMHH also intends to request delisting of Swedish Match's shares from Nasdaq Stockholm. NASDAQ has approved the delisting application received from Swedish Match. The last trading day in Swedish Match share is December 30, 2022