August 12, 2021
By Yadarisa Shabong
(Reuters) -Cigarette maker Philip Morris won the support of Vectura for its 1.1 billion pound ($1.5 billion) takeover offer for the inhaled treatments maker after outbidding private equity firm Carlyle, the British company said on Thursday.
Philip Morris International (PMI) on Sunday sweetened its offer for the asthma drugmaker to 165 pence per share, surpassing Carlyle’s final 155p proposal.
Vectura said it considered the terms of the Philip Morris offer to be fair and reasonable and its board planned to unanimously recommend the bid to shareholders.
Vectura’s backing for the Philip Morris deal comes despite the company previously noting the uncertainties that could arise as a result of it being owned by the Marlboro cigarette maker.
Philip Morris aims to use Vectura’s expertise with inhalable formulations and device design to produce a range of over-the-counter and prescription-based respiratory therapies.
Its interest also comes at a time when big tobacco has been trying to change its image following years of negative press and lawsuits for selling health-harming cigarettes.
PMI, which on Tuesday switched its proposal to a takeover offer from a so-called scheme of arrangement to up its chances, needs the acceptances of holders of just over 50% of Vectura shares for the deal to go through.
There will be no shareholder meeting. Instead, the offer will be open for a minimum of 21 days, unless extended, and PMI needs to satisfy the acceptance condition in the next 60 days.
Carlyle had said last week Vectura shareholders AXA Investment Managers, TIG Advisors and Berry Street Capital indicated their support for the buyout firm’s deal. They together hold a stake of about 11.2% in the drugmaker.
The bidding war between the two American suitors drew the intervention of Britain’s takeover regulator on Monday to break the impasse.
London-listed shares of Vectura closed at 163.2 pence on Thursday. They have gained 33% since the first takeover proposal in May.
($1 = 0.7234 pounds)
(Reporting by Yadarisa Shabong in BengaluruEditing by Devika Syamnath and David Holmes)