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CUSIP No. 92240M108 Page 3 |
PRELIMINARY STATEMENT
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and
Exchange Commission (the “Commission”) on February 16, 2024, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person with the Commission on August 22, 2024 (as amended, the “Schedule 13D”),
relating to the common stock, par value $0.10 per share (the “Common Stock”), of Vector Group Ltd., a Delaware corporation (the “Company”). Unless otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end of such Item:
Tender of Common Stock and Related Transactions
Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, on September 4, 2024, Merger Sub commenced the
Offer.
The Offer expired at one minute after 11:59 p.m., New York City time, on October 4, 2024, and was not extended (the
“Expiration Time”). Equiniti Trust Company, LLC, in its capacity as depository for the Offer, advised the Company that approximately 108,097,425 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer,
representing approximately 68.67% of the then outstanding Common Stock. Accordingly, the Minimum Condition (as defined in the Merger Agreement) has been satisfied. After the Expiration Time, Merger Sub accepted for payment all shares of Common Stock
that were validly tendered and not properly withdrawn pursuant to the Offer, including the 4,643,237 shares of Common Stock tendered by the Reporting Person, and payment for such shares of Common Stock at the Offer Price of $15.00 per share of
Common Stock has been or will be made promptly in accordance with the terms of the Offer.
Following the completion of the Offer, on
October 7, 2024, Merger Sub merged with and into the Company pursuant to the Merger, with the separate corporate existence of Merger Sub ceasing and the Company surviving the Merger under the name “Vector Group Ltd.” as a wholly owned
subsidiary of Parent, pursuant to the Merger Agreement.
At the Effective Time, by virtue of the Merger and without any action on the part
of the holders of Common Stock, each share of Common Stock that was outstanding immediately prior to the Effective Time, other than shares (i) owned by Parent, Merger Sub or the Company (or held in the Company’s treasury), or by any wholly
owned subsidiary of Parent, Merger Sub or the Company, in each case, immediately prior to the Effective Time, (ii) held by stockholders of the Company who were entitled to demand and have properly and validly demanded their statutory rights of
appraisal under the laws of the State of Delaware or (iii) irrevocably accepted for payment pursuant to the Offer, was canceled and extinguished and automatically converted into the right to receive the Merger Consideration (as defined in the
Merger Agreement), without interest thereon and less any applicable withholding taxes. In addition, at the Effective Time:
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Each Company stock option that was outstanding and unexercised as of immediately prior to the Effective Time,
whether vested or unvested, was automatically canceled and converted into the right to receive: (i) with respect to each Company stock option with a per share exercise price that was less than the Merger Consideration (an “In-the-Money Option”), an amount in cash, without interest, equal to the product of (a) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time and (b) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of
such In-the-Money Option; and (ii) with respect to each Company stock option with a per share exercise price that was greater than or equal to the Merger
Consideration (an “Out-of-the-Money Option”), each such
Out-of-the-Money Option was canceled for no consideration. Immediately prior to the Effective Time, the Reporting Person held
262,500 In-the-Money Options and 1,187,976
Out-of-the-Money Options, which were cancelled and converted as described above, respectively. |
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With certain exceptions, each award of shares of Common Stock that were subject to a transfer restriction,
repurchase option or obligation, risk of forfeiture or other condition, excluding any Company Performance-Based Restricted Share Awards (as defined below) (“Company Time-Based Restricted Share Award”) that was outstanding immediately prior
to the Effective Time was automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Common Stock subject to such Company Time-Based
Restricted Share Award immediately prior to the Effective Time and (ii) the Merger Consideration (together with any accrued and unpaid dividends corresponding to the shares of Common Stock subject to such Company Time-Based Restricted Share
Award immediately prior to the Effective Time to the extent provided under the applicable award agreement). Immediately prior to the Effective Time, the Reporting Person held 849,500 Company Time-Based Restricted Share Awards, which were cancelled
and converted as described above. |