STOCKHOLM, May 11, 2022
/PRNewswire/ -- The Board of Directors of Swedish Match AB
recommends that the shareholders of Swedish Match accept the
offer.
Background
This statement is made by the Board of Directors (the
"Board") of Swedish Match AB (publ) ("Swedish Match"
or the "Company") pursuant to Section II.19 of Nasdaq
Stockholm's Takeover Rules (the "Takeover Rules").
Philip Morris Holland Holdings B.V. ("PMHH"), an indirect
wholly-owned subsidiary of Philip Morris International Inc.
("PMI"), has today announced a public cash offer to Swedish
Match's shareholders to transfer their shares in Swedish Match to
PMHH (the "Offer"). Under the terms of the Offer, PMHH is
offering SEK 106 per Swedish Match
share in cash (the "Offer Price"), which values the issued
share capital of Swedish Match at approximately SEK 161.2 billion.1) The Offer Price
represents a premium of
approximately:
- 39.4 percent compared to the closing share price of
SEK 76.06 on May 9, 2022 (the last day of trading prior to
market speculation regarding a potential public offer for the
Company)2);
- 39.7 percent compared to the volume-weighted average trading
price of SEK 75.86 for the shares
during the last 30 trading days ended on May
9, 2022 (the last day of trading prior to market speculation
regarding a potential public offer for the Company)3);
and
- 46.6 percent compared to the volume-weighted average trading
price of SEK 72.33 for the shares
during the last 90 trading days ended on May
9, 2022 (the last day of trading prior to market speculation
regarding a potential public offer for the
Company)4).
1) Based on all outstanding 1,520,714,190 shares in Swedish
Match, i.e. excluding 4,285,810 shares held in treasury by Swedish
Match.
2) Representing a premium of 11.6 percent compared to the closing
price of SEK 95.00 on May 10, 2022 (the last day of trading prior to
this announcement).
3) Representing a premium of 31.7 percent compared to the
volume-weighted average trading price of SEK
80.51 during the last 30 trading days ended on May 10, 2022 (the last day of trading prior to
this announcement).
4) Representing a premium of 43.4 percent compared to the
volume-weighted average trading price of SEK
73.94 during the last 90 trading days ended on May 10, 2022 (the last day of trading prior to
this announcement).
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.
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 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. PMHH has reserved the
right to waive these and other conditions for completion of the
Offer. 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.
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. In connection with
such review, PMHH has received certain information concerning
Swedish Match's financial performance for the first quarter 2022.
Swedish Match will today announce this information through a
separate press release. Except as set out above, PMHH has not
received any inside information in connection with such review.
Swedish Match has retained Goldman Sachs Bank Europe SE
("Goldman Sachs") 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 has, in its capacity as financial adviser,
provided an opinion to the Board that, as of May 11, 2022 and based upon and subject to the
factors, limitations and assumptions set forth therein, the
SEK 106 in cash per share to be paid
to the shareholders of Swedish Match in the Offer is fair from a
financial point of view to the shareholders of Swedish Match. The
full text of the written opinion of Goldman Sachs, which sets forth
assumptions made, procedures followed, matters considered and
limitations on the review undertaken in connection with the
opinion, is attached to this statement. Goldman Sachs provided its
opinion and advice solely for the information and assistance of the
Board in connection with its consideration of the Offer and not to
the shareholders of Swedish Match. The Goldman Sachs opinion is not
a recommendation as to whether any shareholder of Swedish Match
should tender their shares in connection with the Offer or any
other matter. Goldman Sachs's fee as financial adviser is
contingent on the size of the Offer consideration and whether the
Offer is completed.
In addition, SEB Corporate Finance, Skandinaviska Enskilda
Banken AB (publ) ("SEB Corporate Finance") has also, at the
request of the Board, provided an opinion according to which the
Offer is fair to Swedish Match's shareholders from a financial
point of view (subject to the assumptions and considerations set
out in the opinion). The opinion is attached to this statement. SEB
Corporate Finance will receive a fixed fee for providing the
opinion, which is not contingent on the size of the Offer
consideration, the acceptance level of the Offer or whether it is
completed.
The Board's evaluation of the Offer
Since its listing in 1996, Swedish Match has created a growing
business, through consistent execution and significant investments
in its portfolio of products, brands, and markets. With a stated
vision of "A world without cigarettes", Swedish Match's efforts in
smokefree products have proven to resonate with consumers who are
seeking attractive and less harmful alternatives to cigarettes.
Swedish Match is the market leader in the U.S. nicotine pouch
category with its ZYN branded offering. Swedish Match is investing
for the future in support of the growth for its U.S. nicotine pouch
business, as well as in nicotine pouches and other product
categories across markets.
In assessing the merits of the Offer, the Board has considered
the long-term growth prospects of the Company as described above as
well as the risks and challenges associated with executing against
these prospects. These risks include possible negative impacts on
the Company and its business as a result of the highly competitive
markets in which the Company operates as well as the constraints
that existing and new regulation regarding, among other, things
tobacco excise taxes, nicotine pouch federal (and further state)
taxes, marketing, packaging, warning labels, ingredients, product
approvals, and the introduction of new products may put on the
Company and its business.
The Board has analysed the Offer using the methods normally used
for evaluating public offers for listed companies, including
Swedish Match's valuation in relation to comparable listed
companies and comparable transactions, premiums in previous public
offers, equity analysts' expectations regarding Swedish Match and
the Board's view on Swedish Match's long-term value based on
expected future cash flows. The Board has also taken into account
that the Offer comprises cash consideration, which, subject to
completion of the Offer, provides the Swedish Match shareholders
with a de-risked opportunity to realise value from their investment
in cash in the near future and at a meaningful premium to traded
prices of the Swedish Match share.
Having concluded this assessment, the Board believes that the
terms of the Offer recognise Swedish Match's long-term growth
prospects, taking into account the risks associated with the
realisation of those prospects.
Under the Takeover Rules the Board is required, on the basis of
PMI's statements in the announcement of the Offer, to make public
its opinion of the effects the implementation of the Offer may have
on Swedish Match, specifically employment, and its views on PMI's
strategic plans for Swedish Match and the effect these may be
expected to have on employment and the places where Swedish Match
carries on its business. PMI has in this respect stated that
"PMI recognizes that the employees and management team of
Swedish Match have built a highly successful business with an
excellent track record, and PMI has the utmost respect for them.
PMI's current plans for the future business and general strategy,
as described above, do not include any material changes with regard
to Swedish Match's operational sites, or its management and
employees, including their terms of employment. Swedish Match has a
complementary organization with a talented, dedicated workforce,
excellent culture and a strong base of skills in Sweden, the U.S. and across the world. PMI
would intend to nurture this talent and provide additional
opportunities as the companies grow together. Importantly,
PMI intends to provide compensation and benefits consistent with
Swedish Match's current programs, including the Profit Sharing
Foundation in Sweden. 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. PMI has no plans to
divest the Lights business." The Board assumes that this
description is accurate and has in the relevant aspects no reason
to take a different view.
Based on the above, the Board recommends that Swedish
Match's shareholders accept the Offer.
The resolution to make the above statement has been supported by
all board members except for Pär-Ola
Olausson (appointed by the union IF Metall).
Pär-Ola Olausson is of the view
that Swedish Match has the competence and the experience to remain
independent in the long-term and that the terms of the Offer do not
reflect the long-term fundamental value of the Company.
This statement shall in all respects be governed by and
construed in accordance with substantive Swedish law. Disputes
arising from this statement shall be settled exclusively by Swedish
courts.
Stockholm, May 11, 2022
For more information please contact:
Johan Wredberg, Director
Communications and Media Relations
Telephone: +46 730 27 93 43
E-mail: johan.wredberg@swedishmatch.com
This information is information that Swedish Match AB (publ) is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency
of the contact person set out above, at 7.45
a.m. CET on May 11, 2022.
Goldman Sachs Fairness Opinion, dated May 11, 2022
PERSONAL AND CONFIDENTIAL
11 May 2022
Board of Directors
Swedish Match AB
Sveavägen 44
SE-118 85 Stockholm, Sweden
Ladies and Gentlemen:
You have requested our opinion as to the fairness from a
financial point of view to the holders (other than Philip Morris
International Inc. ("Buyer") and its affiliates) of the outstanding
shares, quotient value SEK
0.2465 per share (the "Shares"), of Swedish Match AB
(the "Company") of the SEK 106 in cash per Share to be paid to
such holders in the Tender Offer (as defined below) by Philip
Morris Holland Holdings B.V. ("Acquisition Sub"), a wholly owned
subsidiary of Buyer, in accordance with the terms set forth in the
press release issued by Acquisition Sub on 11 May 2022 (the "Offer Press Release"). The
Offer Press Release provides for a tender offer for all of the
Shares (the "Tender Offer") pursuant to which Acquisition Sub will
pay SEK 106 in cash per Share
for each Share accepted. The Offer Press Release further provides
that, following completion of the Tender Offer and subject to the
satisfaction of the requirements of the Swedish Companies Act,
Acquisition Sub intends to commence compulsory redemption
proceedings for all outstanding Shares not purchased pursuant to
the Tender Offer, as to which compulsory redemption proceedings we
express no opinion.
Goldman Sachs Bank Europe SE, Sweden Bankfilial and its
affiliates (collectively, "Goldman Sachs") are engaged in advisory,
underwriting and financing, principal investing, sales and trading,
research, investment management and other financial and
non-financial activities and services for various persons and
entities. Goldman Sachs and its employees, and funds or other
entities they manage or in which they invest or have other economic
interests or with which they co-invest, may at any time
purchase, sell, hold or vote long or short positions and
investments in securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments of
the Company, Buyer, any of their respective affiliates and third
parties, or any currency or commodity that may be involved in the
transaction contemplated by the Offer Press Release (the
"Transaction"). We have acted as financial advisor to the Company
in connection with, and have participated in certain of the
negotiations leading to, the Transaction. We expect to receive fees
for our services in connection with the Transaction, all of which
are contingent upon consummation of the Transaction, and the
Company has agreed to reimburse certain of our expenses arising,
and indemnify us against certain liabilities that may arise, out of
our engagement. We have provided certain financial advisory
services to the Company and/or its affiliates from time to time for
which our Investment Banking Division may receive compensation. We
also have provided certain financial advisory and/or underwriting
services to Buyer and/or its affiliates from time to time for which
our Investment Banking Division has received, and may receive,
compensation, including having acted as book runner with respect to
Buyer's $1,500,000,000 bond issuance
in October 2020. We may also in the
future provide financial advisory and/or underwriting services to
the Company, Buyer, and their respective affiliates for which our
Investment Banking Division may receive compensation.
In connection with this opinion, we have reviewed, among other
things, the Offer Press Release; a final draft of the statement of
the Board of Directors of the Company in relation to the Tender
Offer to be issued on 11 May 2022;
annual reports to shareholders of the Company for the five fiscal
years ended 31 December 2021; certain
interim reports to shareholders of the Company; certain other
communications from the Company to its shareholders; certain
publicly available research analyst reports for the Company; and
certain internal financial analyses and forecasts for the Company
prepared by its management, as approved for our use by the Company
(the "Forecasts"). We have also held discussions with members of
the senior management of the Company regarding their assessment of
the past and current business operations, financial condition and
future prospects of the Company; reviewed the reported price and
trading activity for the Shares; compared certain financial and
stock market information for the Company with similar information
for certain other companies the securities of which are publicly
traded; reviewed the financial terms of certain recent business
combinations in the tobacco industry, high growth consumer industry
and in other industries; and performed such other studies and
analyses, and considered such other factors, as we deemed
appropriate.
For purposes of rendering this opinion, we have, with your
consent, relied upon and assumed the accuracy and completeness of
all of the financial, legal, regulatory, tax, accounting and other
information provided to, discussed with or reviewed by, us, without
assuming any responsibility for independent verification thereof.
In that regard, we have assumed with your consent that the
Forecasts have been reasonably prepared on a basis reflecting the
best currently available estimates and judgments of the management
of the Company. We have not made an independent evaluation or
appraisal of the assets and liabilities (including any contingent,
derivative or other off-balance-sheet assets and liabilities) of
the Company or any of its subsidiaries and we have not been
furnished with any such evaluation or appraisal. We have
assumed that all governmental, regulatory or other consents and
approvals necessary for the consummation of the Transaction will be
obtained without any adverse effect on the Company or on the
expected benefits of the Transaction in any way meaningful to our
analysis. We have assumed that the Transaction will be consummated
on the terms set forth in the Offer Press Release, without the
waiver or modification of any term or condition the effect of which
would be in any way meaningful to our analysis. We have also
assumed that the terms set forth in the offer document that will be
published by Acquisition Sub in connection with the Transaction
will not differ from those set forth in the Offer Press Release in
any way meaningful to our analysis.
Our opinion does not address the underlying business decision of
the Company to engage in the Transaction, or the relative merits of
the Transaction as compared to any strategic alternatives that may
be available to the Company; nor does it address any legal,
regulatory, tax or accounting matters. We were not requested to
solicit, and did not solicit, interest from other parties with
respect to an acquisition of, or other business combination with,
the Company or any other alternative transaction. This opinion
addresses only the fairness from a financial point of view to the
holders (other than Buyer and its affiliates) of Shares, as of the
date hereof, of the SEK 106 in cash
per Share to be paid to such holders in the Tender Offer pursuant
to the Offer Press Release. We do not express any view on, and our
opinion does not address, any other term or aspect of the Offer
Press Release or Transaction or any term or aspect of any other
agreement or instrument contemplated by the Offer Press Release or
entered into or amended in connection with the Transaction,
including, the fairness of the Transaction to, or any consideration
received in connection therewith by, the holders of any
other class of securities, creditors, or other constituencies
of the Company; nor as to the fairness of the amount or nature of
any compensation to be paid or payable to any of the officers,
directors or employees of the Company, or class of such persons, in
connection with the Transaction, whether relative to the
SEK 106 in cash per Share to be paid
to the holders (other than Buyer and its affiliates) of Shares in
the Tender Offer pursuant to the Offer Press Release or otherwise.
We are not expressing any opinion as to the prices at which the
Shares will trade at any time, as to the potential effects of
volatility in the credit, financial and stock markets on the
Company, Buyer or the Transaction, or as to the impact of the
Transaction on the solvency or viability of the Company or Buyer or
the ability of the Company or Buyer to pay their respective
obligations when they come due. Our opinion is necessarily based on
economic, monetary, market and other conditions as in effect on,
and the information made available to us as of, the date hereof and
we assume no responsibility for updating, revising or reaffirming
this opinion based on circumstances, developments or events
occurring after the date hereof. Our advisory services and the
opinion expressed herein are provided solely for the information
and assistance of the Board of Directors of the Company in
connection with its consideration of the Transaction and such
opinion does not constitute a recommendation as to whether or not
any holder of Shares should tender such Shares in connection with
the Tender Offer or any other matter. This opinion has been
approved by a fairness committee of Goldman Sachs.
Based upon and subject to the foregoing, it is our opinion that,
as of the date hereof, the SEK 106 in
cash per Share to be paid to the holders of Shares (other than
Buyer and its affiliates) in the Tender Offer pursuant to the Offer
Press Release is fair from a financial point of view to the holders
(other than Buyer and its affiliates) of Shares.
Very truly yours,
GOLDMAN SACHS BANK EUROPE SE,
SWEDEN BANKFILIAL
SEB Corporate Finance Fairness Opinion, dated May 10, 2022
To the Board of Directors of Swedish Match AB
The Board of Directors (the "Board") of Swedish Match AB
("Swedish Match") has requested the opinion of SEB Corporate
Finance, Skandinaviska Enskilda Banken AB ("SEB Corporate
Finance"), as to the fairness, from a financial point of view, to
the holders of shares of Swedish Match ("Shares") of the offer
consideration of SEK 106, in cash per
Share, (the "Offer Consideration") proposed to be paid to those
holders of Shares that tender their Shares pursuant to a public
offer (the "Offer") by Philip Morris Holland Holdings BV, an
indirect wholly-owned subsidiary of Philip Morris International
Inc. ("PMI"), which Offer is planned to be announced on or around
May 11, 2022.
In connection with the presentation of this opinion, SEB
Corporate Finance has, inter alia, reviewed a draft,
provided to SEB Corporate Finance on May 10,
2022, of the press release describing the Offer (including
the terms and conditions of the Offer set out therein) (the "Draft
Press Release"), certain publicly available and other business and
financial information relating to Swedish Match (including annual
reports for the financial years 2020 and 2021 and the interim
report for the first three months of 2022 and certain reports
prepared by equity analysts) as well as certain financial forecasts
and other information and data which were prepared by the
management of Swedish Match and provided to, or discussed with, SEB
Corporate Finance, and that Swedish Match has directed SEB
Corporate Finance to utilize for the purposes of its analyses
(including extrapolations based on certain alternative assumptions
prepared and provided to SEB Corporate Finance by the management of
Swedish Match). In addition, SEB Corporate Finance has held
discussions with senior members of the management of Swedish Match
concerning the businesses, operations, financial position and
prospects of Swedish Match.
Based on the documents and information reviewed by SEB Corporate
Finance as described herein, SEB Corporate Finance has performed
discounted cash flow analyses of Swedish Match. Furthermore, SEB
Corporate Finance has considered certain financial and stock
exchange related information regarding Swedish Match in comparison
with certain other companies with similar operations and other
transactions that SEB Corporate Finance considered relevant in
evaluating Swedish Match and the Offer. SEB Corporate Finance has
also reviewed the historical share price and trading activity of
Shares on Nasdaq Stockholm and has performed such other analyses
and studies as SEB Corporate Finance has deemed appropriate for
rendering this opinion.
SEB Corporate Finance has relied, without independent
verification, upon the accuracy, completeness and reasonableness,
in all material aspects, of all the financial and other information
and data publicly available or provided to or otherwise reviewed by
or discussed with SEB Corporate Finance and SEB Corporate Finance
has assumed that no information material for the evaluation of
Swedish Match's future earnings capacity or for SEB Corporate
Finance's assessment of the Offer and the Offer Consideration has
been omitted.
With respect to financial forecasts and other information and
data provided to or otherwise reviewed by or discussed with SEB
Corporate Finance by the management of Swedish Match, SEB Corporate
Finance has been advised by the management, and SEB Corporate
Finance has assumed, that such financial forecasts and other
information and data (including extrapolations thereto) were
reasonably prepared on bases reflecting the best currently
available estimates and judgments of Swedish Match management as to
the expected future financial performance of Swedish Match and the
other matters covered thereby. SEB Corporate Finance has also
assumed that such financial forecasts and estimates provided by the
management of Swedish Match to SEB Corporate Finance have been
provided to, and reviewed by, the Board with the understanding that
such information will be used and relied upon by SEB Corporate
Finance in connection with rendering this opinion.
With respect to the publicly available research analysts'
estimates relating to Swedish Match reflected in such financial
forecasts and other information and data, SEB Corporate Finance has
assumed that they reflect reasonable estimates and judgments as to,
and are a reasonable basis upon which to evaluate, the future
financial performance of Swedish Match and the other matters
covered thereby. SEB Corporate Finance further has assumed that the
financial results reflected in the financial forecasts and other
information and data utilized in its analyses will be realized at
the times and in the amounts projected.
SEB Corporate Finance has not conducted any due diligence in
order to verify, and has assumed, the accuracy, completeness and
reasonableness of, the information received or reviewed by SEB
Corporate Finance, and it has not made any independent evaluation
or assessment of the assets and liabilities (contingent,
off-balance sheet or otherwise) of Swedish Match or any other
entity, nor has it made any physical inspection of the properties
or assets of Swedish Match or any other entity. SEB Corporate
Finance has assumed that the Offer will be consummated in
accordance with the terms set forth in the Draft Press Release and
in compliance with all applicable laws, documents and other
requirements, without waiver, modification or amendment of any
material term, condition or agreement, and that, in the course of
obtaining the necessary governmental, regulatory or third party
approvals, consents, releases, waivers and agreements for the
Offer, no delay, limitation, restriction or condition, nor any
divestiture requirements, amendments or modifications, will be
imposed or occur that would have an effect in any way meaningful to
SEB Corporate Finance's analyses or this opinion. Representatives
of Swedish Match have advised SEB Corporate Finance, and SEB
Corporate Finance has assumed, that the final terms and conditions
of the Offer will not vary materially from those set forth in the
Draft Press Release. SEB Corporate Finance is not expressing any
opinion with respect to accounting, tax, regulatory, legal or
similar matters and it has relied upon the assessments of
representatives of Swedish Match as to such matters.
This opinion does not address any terms (other than, from a
financial point of view and as of the date hereof, the Offer
Consideration proposed to be paid to those holders of Shares that
tender their Shares pursuant to the Offer) or other aspects or
implications of the Offer, including, without limitation, the form
or structure of the Offer, the form of the Offer Consideration or
any terms, aspects or implications of any shareholders',
non-competition, non-solicitation, non-hire or non-disruption or
other agreement, arrangement or understanding to be entered into in
connection with or contemplated by the Offer or otherwise. SEB
Corporate Finance's assignment does not include expressing an
opinion on the underlying business decision of Swedish Match to
effect the Offer, the relative merits of the Offer as compared to
any alternative business strategies that might exist for Swedish
Match, including whether any other transaction would potentially be
more favorable for the holders of Shares, or the effect of any
other transaction in which Swedish Match might engage. Furthermore,
SEB Corporate Finance has not been asked by the Board to, and it
did not, participate in the negotiation or structuring of the Offer
or explore the possibility of any offer from another party as
regards Swedish Match or any part thereof. SEB Corporate Finance
also expresses no view as to, and this opinion does not address,
the fairness (financial or otherwise) of the amount or nature or
any other aspect of any compensation to any officers, directors or
employees of any parties to the Offer, or any class of such
persons, relative to the Offer Consideration or otherwise.
SEB Corporate Finance's opinion is based upon current market,
economic, financial and other conditions as in effect on, and upon
the information made available as of, the date hereof. Any change
in such conditions or information may require a revaluation of this
opinion. Although subsequent developments may affect this opinion,
SEB Corporate Finance has no obligation to update, revise or
reaffirm this opinion. This opinion does not include any assessment
as to the prices at which Shares or any other securities will trade
or otherwise be transferable at any time, including following
announcement or consummation of the Offer.
Skandinaviska Enskilda Banken AB ("SEB") is a leading bank in
the Nordic market and offers Swedish Match and other clients
various financial services, including providing and arranging
loans. Furthermore, SEB has operations within securities trading
and brokerage, equity research and corporate finance. In the
ordinary course of business within securities trading and
brokerage, SEB or any of its affiliates may, at any point in time,
hold long or short positions in, and may for its own or its
clients' accounts trade in, Shares and other securities issued by
Swedish Match.
As a result of its position in the Nordic market, other parts of
SEB, apart from SEB Corporate Finance, are at any point in time,
engaged in business with Swedish Match, and SEB Corporate Finance
has provided, and may at any point in time provide, financial
advice to Swedish Match regarding other transactions. As the Board
is aware, SEB, including SEB Corporate Finance, and its affiliates
in the past have provided, currently are providing and in the
future may provide investment banking, commercial banking and other
financial services to Swedish Match and its affiliates unrelated to
the proposed Offer, for which services SEB and its affiliates have
received and expect to receive compensation, including, during the
past two years, participating in a credit facility of Swedish
Match. Although SEB and its affiliates have not provided investment
banking, commercial banking and other similar financial services to
PMI during the past two years for which SEB or its affiliates
received or expect to receive compensation, SEB and its affiliates
may provide such services to PMI and its affiliates in the future,
for which services SEB and its affiliates would expect to receive
compensation.
SEB Corporate Finance will receive a fixed fee for this opinion,
irrespective of the outcome of the Offer. In addition, Swedish
Match has agreed to reimburse SEB Corporate Finance's expenses and
to indemnify SEB Corporate Finance against certain liabilities
arising out of its engagement.
SEB Corporate Finance's advisory services and this opinion are
provided for the information of and assistance to the Board in
connection with its consideration of the Offer and does not
constitute a recommendation as to whether the holders of Shares
should accept the Offer or how any such holder of Shares should act
on any matters relating to the proposed Offer or otherwise.
Based upon the foregoing and such other matters that SEB
Corporate Finance deems relevant, it is SEB Corporate Finance's
opinion that, as of the date hereof, the Offer Consideration to be
paid to those holders of Shares that tender their Shares pursuant
to the terms of the Offer is fair, from a financial point of view,
to such holders.
This opinion shall be governed by and construed in accordance
with substantive Swedish law and any dispute, controversy or claim
relating to this opinion shall be exclusively settled by Swedish
courts.
Stockholm, May 10, 2022
SEB Corporate Finance, Skandinaviska Enskilda Banken AB
(publ)
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Statement by the Board
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SOURCE Swedish Match