Response of the Office of Mergers and Acquisition
Division of Corporation Finance

June 27, 2022

Via Email

Sanjay M. Shirodkar
DLA Piper LLP (US)
Sanjay.Shirodkar@dlapiper.com    

Re:    Philip Morris International Inc. Tender Offer for Swedish Match AB
          Request for Relief under Exchange Act Rules 14e-1(c), 14e-1(d) and 14e-5

Dear Mr. Shirodkar:

We are responding to your letter dated June 24, 2022, addressed to Ted Yu and Christina Chalk.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Swedish counsel.  Unless otherwise noted, capitalized terms used here have the same meaning as in your letter dated June 24, 2022.

Section I

Based on the facts and representations in your letter, the Division of Corporation Finance (“Division”), acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14e-1(d) and 14e-5.  The exemption from Rule 14e-1(d) permits the Offering Parties to provide notice of an extension of the Offer in accordance with the requirements of Swedish law, as described in your letter.  In granting this relief and the no-action relief described below, we specifically note your representation that the Offer cannot be extended without the approval of the Swedish Securities Council.  The exemption from Rule 14e-5 allows the Offering Parties and other covered persons to make purchases outside the Offer, under the circumstances described in your letter.

Section II

Based on the facts and representations in your letter, the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c) if the Offering Parties pay for tendered securities within the timeframe described in your letter and in accordance with Swedish law and practice.  In addition, based on the facts and representations in your letter, the Division will not recommend enforcement action if the Offering Parties waive or reduce the Minimum Acceptance Condition to an acceptance level greater than 50 percent, without extending the Initial (or Additional) Acceptance Period, subject to the conditions described in your letter.  In granting this relief, we specifically note your representation that a simple majority of a Swedish public company’s share capital is the threshold to control the management and corporate governance of the company. 

The exemptive and no-action relief granted is based on the representations made to the Division in your letter.  Any different facts or conditions may require the Division to reach a different conclusion.  Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.