Vector Group announced today that it has entered into a definitive agreement to be acquired by JT Group, a global company headquartered in Tokyo, Japan, operating in tobacco, pharmaceuticals and processed food. And JT Group’s global tobacco business (based in Geneva, Switzerland) manufactures and sells some of the world’s best-known brands in over 130 markets worldwide – including Winston and Camel (outside the U.S.), MEVIUS and LD.
Under the terms of the deal, JT Group will offer to acquire all the outstanding shares of Vector Group common stock for $15 per share in cash, which represents a premium of 29.9% over the 60-day volume-weighted average share price, or approximately $2.4 billion of total equity value (in addition to redemption or repayment of debt), through a tender offer and second-step merger.
The merger agreement was unanimously approved by the Boards of Directors of these companies. After the deal closes, Vector Group will become a wholly owned subsidiary of JT Group.
The deal is subject to customary closing conditions, including the tender of a majority of Vector Group’s outstanding shares and the receipt of applicable regulatory approvals. It is expected to close in the fourth quarter of 2024.
Jefferies served as exclusive financial advisor and Sullivan & Cromwell served as legal advisor to Vector Group. J.P. Morgan Securities are serving as exclusive financial advisor to JT Group, Ernst & Young Tax Co. is acting as its financial and tax advisor and Freshfields Bruckhaus Deringer US is acting as its legal advisor.
KEY QUOTES:
“Vector Group and JT Group share a commitment to quality and excellence and providing consumers an outstanding value proposition in the U.S. cigarette market. This transaction delivers significant value to Vector Group stockholders and creates opportunities for our employees, who will become part of a leading global organization. Vector Group has an incredibly talented team who have been completely dedicated to building a strong business. JT Group has deep respect for Liggett Vector Brands’ legacy of value-focused, quality products and looks forward to continuing to meet customers’ evolving needs.”
- Howard M. Lorber, President and Chief Executive Officer of Vector Group Ltd.
