Altria Converts Non-Vote Juul Labs Shares to Voting Shares

Altria Group has announced that it has elected to convert its non-voting shares in Juul Labs to voting shares, pursuant to its December 2018 investment in the e-cigarette manufacturer.

“Altria does not currently intend to exercise its additional governance rights obtained upon conversion, including the right to elect directors to Juul’s board, or to vote its Juul shares other than as a passive investor, pending the outcome of the U.S. Federal Trade Commission (FTC) litigation,” Altria stated in a press release.

In April 2020, the FTC filed an administrative complaint challenging Altria’s minority investment in JUUL. Altria believes it has a strong defense and intends to vigorously defend its investment.

“As previously disclosed, Altria expects to account for its investment in JUUL under the fair value option. Under this option, Altria’s consolidated statement of earnings will include any cash dividends received from its investment in Juul as well as any changes in the fair value of the investment, which will be calculated quarterly,” the release states. “Altria intends to treat quarterly changes in the fair value of the investment as a special item and exclude those changes from its adjusted diluted earnings per share.”

In December 2018, Altria made a minority investment in Juul Labs. In exchange for the investment, Altria received a 35 percent economic interest in Juul Labs through non-voting shares, with their conversion to voting shares contingent on antitrust clearance (as that term is defined in the Altria/Juul purchase agreement). Under revised agreement terms announced in January 2020, Altria can designate two representatives to Juul’s board of directors.