Altria Group Files 13D/A Amendment on Cronos Group Stake

TL;DR

Altria just updated its Cronos Group stake filing - watch for changes in ownership.

AI Summary

Altria Group, Inc. has filed an amendment (No. 2) to its Schedule 13D, indicating a change in its beneficial ownership of Cronos Group Inc. as of April 25, 2024. The filing details group members including Altria Summit LLC, Maple Acquireco (Canada) ULC, and Maple Holdco (Bermuda) Ltd. Altria Group, Inc. is a major player in the tobacco industry, while Cronos Group Inc. operates in the medicinal chemicals and botanical products sector.

Why It Matters

This filing provides updated information on Altria's significant investment and potential influence over Cronos Group, a key player in the cannabis industry.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can signal shifts in strategic intent or market positioning, requiring careful monitoring.

Key Players & Entities

• Altria Group, Inc. (company) — Filing party and significant shareholder
• Cronos Group Inc. (company) — Subject company
• Altria Summit LLC (company) — Group member of Altria
• Maple Acquireco (Canada) ULC (company) — Group member of Altria
• Maple Holdco (Bermuda) Ltd. (company) — Group member of Altria

FAQ

Filing Documents

• d783044dsc13da.htm (SC 13D/A) — 113KB
• 0001193125-24-114508.txt ( ) — 115KB

of the Original Schedule 13D is hereby amended and restated as follows

Item 2 of the Original Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by Altria Group, Inc. ( Altria ), Altria Summit LLC ( Altria Summit ), Maple Holdco (Bermuda) Ltd. ( Bermuda Holdco ) and Maple Acquireco (Canada) ULC ( Canada Acquireco , and, together with Altria, Altria Summit and Bermuda Holdco, the Reporting Persons ). The business address of Altria and Altria Summit is 6601 West Broad Street, Richmond, Virginia 23230. The address of the registered office of Bermuda Holdco is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of the registered office of Canada Acquireco is 1600925 West Georgia Street, Vancouver, BC V6C 3L2 Canada. Altria is a holding company incorporated in the Commonwealth of Virginia in 1985. As of the date of Amendment No. 2 to the Schedule 13D, Altrias wholly owned subsidiaries include, among others, Philip Morris USA Inc. ( PM USA ), which is engaged in the manufacture and sale of cigarettes in the United States; John Middleton Co., which is engaged in the manufacture and sale of machine-made large cigars and is a wholly owned subsidiary of PM USA; UST LLC, which through its wholly owned subsidiary U.S. Smokeless Tobacco Company LLC, is engaged in the manufacture and sale of moist smokeless tobacco products and snus products; Helix Innovations LLC, which operates in the United States and Canada, and Helix Innovations GmbH and its affiliates, which operate internationally in the rest-of-world, are engaged in the manufacture and sale of oral nicotine pouches; and NJOY, LLC, which is engaged in the manufacture and sale of e-vapor products. Additional information regarding Altrias business is available in Altrias publicly filed reports with the Securities and Exchange Commission (the SEC ). Altria Summit is a limited liability company organized under the laws of the Commonwealth of Virginia in 2013 and a wholly owned subsidiary of Altria. Its primary business is as an invest

of the Original Schedule 13D is hereby amended and restated as follows

Item 5 of the Original Schedule 13D is hereby amended and restated as follows: Percentage interest calculations for Bermuda Holdco, Canada Acquireco, Altria and Altria Summit are based on a total of 382,011,178 Common Shares issued and outstanding as of March 31, 2024, based on information provided by the Issuer. The aggregate number of Common Shares that Canada Acquireco owns beneficially pursuant to Rule 13d-3 under the Act is 156,573,537 Common Shares, which constitutes approximately 41% of the Common Shares issued and outstanding as of March 31, 2024. As the sole shareholder of Canada Acquireco, Bermuda Holdco may be deemed the beneficial owner of the 156,573,537 Common Shares directly held by Canada Acquireco, which constitutes approximately 41% of the Common Shares issued and outstanding as of March 31, 2024. The aggregate number of Common Shares that Altria Summit owns beneficially pursuant to Rule 13d-3 under the Act is 156,573,537 Common Shares as of the date hereof, which constitutes approximately 41% of the Common Shares issued and outstanding as of March 31, 2024. This number includes 156,573,537 Common Shares directly held by Canada Acquireco, of which Altria Summit may be deemed the beneficial owner as the sole shareholder of Bermuda Holdco. The aggregate number of Common Shares that Altria owns beneficially pursuant to Rule 13d-3 under the Act is 156,573,537 Common Shares as of the date hereof, which constitutes approximately 41% of the Common Shares issued and outstanding as of March 31, 2024. This number includes 156,573,537 Common Shares directly held by Canada Acquireco, of which Altria may be deemed the beneficial owner as the sole member of Altria Summit. In addition, as of the date hereof, certain of the Covered Persons beneficially own the number and percentage of Common Shares set forth on Annex A attached and incorporated by reference. Additionally, pursuant to the IRA, Altria is entitled to customary pre-emptive and top-up righ

of the Original Schedule 13D is hereby amended as follows

Item 6 of the Original Schedule 13D is hereby amended as follows: The first paragraph in the subsection entitled Investor Rights Agreement is hereby amended by adding the following at the end of the last sentence thereof : On April 25, 2024, with respect to Altrias designation of Murray R. Garnick for nomination for election to the Cronos Board at the 2024 annual meeting of Cronos shareholders (the 2024 Annual Meeting), Cronos waived the requirement under Section 2.1(e) of the IRA that at least one Altria nominee must be independent under certain Canadian securities law standards, solely with respect to the 2024 Annual Meeting. The waiver is without prejudice to Altrias views with respect to Mr. Garnicks independence under those Canadian securities law standards. The following subsection entitled Voting Agreement for the 2024 Annual Meeting, is hereby added to Item 6 after the subsection entitled Investor Rights Agreement and before the section entitled Other Commercial Agreements: Voting Agreement for the 2024 Annual Meeting On April 25, 2024, Altria and the Issuer entered into a Voting Agreement (the Voting Agreement ), pursuant to which Altria agreed, among other things, to vote all of the Common Shares beneficially owned by Altria ( Altrias Common Shares ) at the 2024 Annual Meeting in favor of the proposals made by Cronos for the 2024 Annual Meeting, as more specifically set forth in, and subject to the terms and conditions of, the Voting Agreement (the Proposals ). Pursuant to the terms of the Voting Agreement, Altria also agreed, at the 2024 Annual Meeting, to vote all of Altrias Common Shares against any proposal inconsistent with any of the Proposals. With respect to the Proposal to appoint Cronoss independent auditor for the year ended December 31, 2024, as more specifically set forth in the Voting Agreement, Cronos and Altria have agreed that Altrias voting obligation is subject to, among other things, Cronoss reasonable consultation with Altria

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View this SC 13D/A filing on SEC EDGAR