Vector Group to be acquired by JT Group for $2.4B

Vector Group announced 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. 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, which represents a premium of 29.9% over the 60-day volume-weighted average share price, or approximately $2.4B of total equity value, in addition to redemption or repayment of debt, through a tender offer and second-step merger. The Boards of Directors of both companies have unanimously approved the merger agreement. Details regarding the process will be available in Vector Group’s Recommendation Statement for the tender offer, which Vector Group will file shortly with the SEC. After closing, Vector Group will become a wholly owned subsidiary of JT Group. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Vector Group and the receipt of applicable regulatory approvals. The transaction is expected to close in the Q4. Jefferies served as exclusive financial advisor and Sullivan & Cromwell served as legal advisor to Vector Group. J.P. Morgan Securities and J.P. Morgan Securities are serving as exclusive financial advisor to JT Group, Ernst & Young Tax is acting as its financial and tax advisor and Freshfields Bruckhaus Deringer US LLP is acting as its legal advisor.