Date of Report (Date of earliest event reported): August 8, 2021
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
Virginia
1-33708
13-3435103
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
120 Park Avenue
New York
New York
10017-5592
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (917) 663-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
PM
New York Stock Exchange
2.900% Notes due 2021
PM21A
New York Stock Exchange
2.625% Notes due 2022
PM22A
New York Stock Exchange
2.375% Notes due 2022
PM22B
New York Stock Exchange
2.500% Notes due 2022
PM22
New York Stock Exchange
2.500% Notes due 2022
PM22C
New York Stock Exchange
2.625% Notes due 2023
PM23
New York Stock Exchange
2.125% Notes due 2023
PM23B
New York Stock Exchange
3.600% Notes due 2023
PM23A
New York Stock Exchange
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
2.875% Notes due 2024
PM24
New York Stock Exchange
2.875% Notes due 2024
PM24C
New York Stock Exchange
0.625% Notes due 2024
PM24B
New York Stock Exchange
3.250% Notes due 2024
PM24A
New York Stock Exchange
2.750% Notes due 2025
PM25
New York Stock Exchange
3.375% Notes due 2025
PM25A
New York Stock Exchange
2.750% Notes due 2026
PM26A
New York Stock Exchange
2.875% Notes due 2026
PM26
New York Stock Exchange
0.125% Notes due 2026
PM26B
New York Stock Exchange
3.125% Notes due 2027
PM27
New York Stock Exchange
3.125% Notes due 2028
PM28
New York Stock Exchange
2.875% Notes due 2029
PM29
New York Stock Exchange
3.375% Notes due 2029
PM29A
New York Stock Exchange
0.800% Notes due 2031
PM31
New York Stock Exchange
3.125% Notes due 2033
PM33
New York Stock Exchange
2.000% Notes due 2036
PM36
New York Stock Exchange
1.875% Notes due 2037
PM37A
New York Stock Exchange
6.375% Notes due 2038
PM38
New York Stock Exchange
1.450% Notes due 2039
PM39
New York Stock Exchange
4.375% Notes due 2041
PM41
New York Stock Exchange
4.500% Notes due 2042
PM42
New York Stock Exchange
3.875% Notes due 2042
PM42A
New York Stock Exchange
4.125% Notes due 2043
PM43
New York Stock Exchange
4.875% Notes due 2043
PM43A
New York Stock Exchange
4.250% Notes due 2044
PM44
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01.
Regulation FD Disclosure.
On August 9, 2021, Philip Morris International Inc (the "Company") announced its acquisition of OtiTopic, a U.S. respiratory drug development company, which press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
In addition, the Company previously announced on July 9, 2021 that it had agreed with the board of Vectura Group plc ("Vectura") on the terms of an all-cash, recommended offer to acquire all of the issued and outstanding shares of Vectura for £1.50 per share. The Carlyle Group Inc., who had initially indicated its interest to acquire Vectura, increased its offer to acquire Vectura to £1.55 per Vectura share on August 6, 2021. On August 8, 2021, the Company increased its offer to the Vectura shareholders to acquire each Vectura share for £1.65 per share, and on August 9, 2021, announced that it will implement such offer by way of a takeover offer rather than by way of a scheme of arrangement, in order to increase the certainty of its execution. Additional information about the Company’s proposed acquisition of Vectura, the revised offer and the switch to a takeover offer may be found on the Company’s website under “Offer to Acquire Vectura Group plc.”
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILIP MORRIS INTERNATIONAL INC.
By:
/s/ DARLENE QUASHIE HENRY
Name:
Darlene Quashie Henry
Title:
Vice President, Associate General Counsel & Corporate Secretary