TOKYO -- Japan Tobacco Inc. (JT) announced that it withdrew and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the JT Group’s pending acquisition of Vector Group Ltd. (“VGR”). As previously announced on September 4, 2024, the JT Group, through Vapor Merger Sub Inc., an entity the JT Group established for the purpose of this acquisition (“Merger Sub”), commenced a cash tender offer to purchase all outstanding shares of common stock of VGR (the “Shares”), for $15.00 per Share in cash, subject to applicable withholding taxes and without interest.

JT has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on August 30, 2024, to provide the Federal Trade Commission (the “FTC”) with additional time for review. Following such refiling, the waiting period under the HSR Act will expire at 11:59 P.M., Eastern Time, on October 3, 2024.

Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, Merger Sub is extending the tender offer, which was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on October 1, 2024, until one minute after 11:59 P.M., Eastern Time, on October 4, 2024. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All other terms and conditions of the tender offer will remain unchanged during the extended period.

The acquisition is expected to be completed by the end of JT Group’s current fiscal year, ending December 31, 2024, subject to receipt of antitrust approvals and satisfaction of customary closing conditions.

MacKenzie Partners, Inc. is acting as information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to MacKenzie Partners, Inc. by telephone, toll-free at (800) 322-2885 for shareholders, or at (212) 929-5500 for Banks and Brokers.

The depository for the tender offer is Equiniti Trust Company, LLC. The depository has advised JT that, as of 5:00 p.m., Eastern time, on September 17, 2024, approximately 2,173,783 shares of VGR had been validly tendered and received, and not validly withdrawn, pursuant to the offer, representing approximately 1.38% of the outstanding shares of VGR as of such date and time. Stockholders who have already tendered their shares do not need to retender such shares or take any other action as a result of the extension of the tender offer.