Announcement • Oct 07
Japan Tobacco Inc. (TSE:2914) completed the acquisition of Vector Group Ltd. (NYSE:VGR) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Frost Gamma Investments Trust, Lorber Alpha II Limited, Howard M. Lorber and others.
Japan Tobacco Inc. (TSE:2914) entered into a definitive agreement to acquire Vector Group Ltd. (NYSE:VGR) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Frost Gamma Investments Trust, Lorber Alpha II Limited, Howard M. Lorber and others for approximately $2.4 billion on August 21, 2024. Under the terms of the agreement, JT Group will offer to acquire all outstanding shares of Vector Group common stock for $15.00 per share in cash. Any remaining shares of common stock of VGR that were not tendered - in the tender offer - will be, upon the completion of the transaction, cancelled and converted into the right to receive the same consideration payable in the tender offer. Following closing, VGR will be a wholly owned consolidated subsidiary of JT and be delisted from the New York Stock Exchange. In connection with a termination of the Merger Agreement under specified circumstances, including due to a change in the Company Board Recommendation, the entry by the Vector Group into a definitive agreement with respect to a Superior Proposal, or certain other triggering events, the Vector Group Ltd. may be required to pay Japan Tobacco Inc. a termination fee of $82.7 million. Japan Tobacco will pay a reverse termination fee of $177.2 million in case Japan Tobacco terminates the transaction.
The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Vector Group, receipt of antitrust approvals and the receipt of applicable regulatory approvals. The Boards of Directors of both companies have unanimously approved the merger agreement. The waiting period applicable to the Offer under the HSR Act expired effective October 3, 2024. The transaction is expected to close in the fourth quarter of 2024.
Jefferies LLC served as exclusive financial advisor and fairness opinion provider; and Alison S. Ressler and Alan J. Fishman of Sullivan & Cromwell LLP served as legal advisors to Vector Group. J.P. Morgan Securities LLC and J.P. Morgan Securities plc are serving as exclusive financial advisor to JT Group, Ernst & Young Tax Co. is acting as its financial and tax advisor; and Sebastian L. Fain and Paul K. Humphreys, Vinita Sithapathy, Lori D. Goodman, Jordan Salzman, Juan Pastor Merchante, Bruce McCulloch, Alvaro Pliego Selie, Meytal McCoy, Charles Ramsey, Angela Landry, Jevan Light, Jeremiah Nelson, Martin Hutchings, Duncan Kellaway, Kyle Lakin, Thijs Flokstra,Takeshi Nakao from Tokyo Office, Rosemary Lobley, Michelle Zheleznyakov, Jack Harrison, Claude Stansbury, Timothy Harkness, Michael Levitt, Tim Howard, Stephanie Brown Cripps, Menachem Kaplan, Christine E. Lyon and Brock Dahl of Freshfields Bruckhaus Deringer are acting as its legal advisors. Equiniti Trust Company, LLC acted as Depository Bank to Vector Group.
Japan Tobacco Inc. (TSE:2914) completed the acquisition of Vector Group Ltd. (NYSE:VGR) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Frost Gamma Investments Trust, Lorber Alpha II Limited, Howard M. Lorber and others on October 7, 2024. Approximately 108,097,425 Company Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 68.67% of the then outstanding Company Shares. Accordingly, the Minimum Condition (as defined in the Merger Agreement) has been satisfied.
