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British pharmaceutical company Vectura makes a range of inhalers to treat asthma and chronic lung disease.VECTURA/Reuters

A controversial bid by tobacco giant Philip Morris International for inhaler maker Vectura Group PLC has won the unanimous backing of the British company’s board of directors, despite growing opposition from health care professionals.

Philip Morris has made an all-cash offer worth £1.02-billion ($1.77-billion at current exchange rates) for Vectura, which makes a range of inhalers to treat asthma and chronic lung disease. The cigarette maker’s bid of 165 pence per share topped a rival offer from private equity firm the Carlyle Group that was 10 pence lower. Carlyle signalled on Tuesday it would not go higher.

Vectura’s board had been wavering for weeks between both bidders as the takeover battle escalated. Directors have also come under increasing pressure from health care agencies to reject the approach from Philip Morris.

Health organizations trying to block tobacco giant Philip Morris from buying asthma inhaler company Vectura

On Thursday, the board unanimously backed the higher bid, saying they recognized the “superior cash price the [Philip Morris] offer provides Vectura shareholders.”

“The Vectura Directors also note that wider stakeholders could benefit from PMI’s significant financial resources and its intentions to increase research and development investment and to operate Vectura as an autonomous business unit that will form the backbone of its inhaled therapeutics business,” the directors said in a statement.

The decision came despite a last-minute appeal from representatives from 26 organizations, including the British Lung Foundation, the American Lung Association, the Royal College of Physicians and the Royal Society for Public Health.

In a letter to directors sent Thursday morning, the group urged the board to turn down Philip Morris’s bid. They argued Philip Morris would “profit from treating the very illnesses that its products cause,” and said the takeover would disrupt Vectura’s research networks and hurt its ability to recruit staff. They also said Vectura’s profits could suffer because doctors would think twice about prescribing an inhaler linked to a cigarette maker.

“Despite articulating an ambition to move ‘beyond nicotine,’ PMI continues to manufacture cigarettes (more than two billion per day) and market cigarettes in many jurisdictions globally,” the letter added.

The European Respiratory Society, which represents scientists and health professionals in 160 countries, has also warned that if Philip Morris’s takeover bid succeeds, Vectura’s 200 research scientists would no longer be able to collaborate with research universities or participate in the society’s programs.

Several health charities have also joined Britain’s opposition Labour Party in calling on the government to step in and block Philip Morris. Business Secretary Kwasi Kwarteng hasn’t commented on the takeover battle, but he has instructed officials to monitor the bidding and assess Philip Morris’s plans.

Late Thursday Sarah Woolnough, chief executive of Asthma UK, expressed alarm at the board’s decision and said the proposed takeover was “unacceptable in every possible way.” But the board “has decided to recommend, so now it’s over to the shareholders.”

Philip Morris has insisted acquiring Vectura was part of a long-term strategy to move away from tobacco products and become a “health care and wellness” business. Earlier this year, Philip Morris announced plans to transition into “a predominantly smoke-free company” by 2025.

Chief executive Jacek Olczak also said recently that Vectura would also be critical to Philip Morris’s beyond-nicotine plan, which he said aims to leverage his company’s “expertise in inhalation and aerosolization into adjacent areas – including respiratory drug delivery and self care wellness.”

Under its offer, Philip Morris needs the support of just over 50 per cent of Vectura’s shareholders for the deal to be approved. Vectura’s board said it won’t hold a shareholders’ meeting and, instead, the offer will be open for a minimum of 21 days, unless extended. Philip Morris must satisfy the acceptance conditions within 60 days.

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