Altria's board of directors has approved its $12.8 billion investment in leading e-cigarette manufacturer Juul, with a formal announcement planned for Thursday before market open, people familiar with the matter told CNBC. Juul's board is meeting to consider the deal.
Tobacco giant Altria will invest $12.8 billion for a 35 percent stake in Juul, which values the e-cigarette company at $38 billion, the people said. The deal combines the maker of the best-selling cigarette with the best-selling e-cigarette and comes as both companies are under pressure.
The deal marks a turning point for Juul. The company has positioned itself as anti-tobacco, with a mission to help to wean adults off combustible cigarettes, which are responsible for killing about half a million Americans every year. With this deal, though, it will be partly owned by one of the world's biggest tobacco giants.
As such, Juul stipulated a number of conditions to help ensure the Altria deal furthers its goals. As part of the agreement, Altria would add Juul coupons to Marlboro and other cigarette packs and give Juul some of its prime shelf space, the people familiar said.
The people requested anonymity because the information is confidential.
The deal will also help Juul manage its more recent challenge. Amid a surge in high school students using e-cigarettes, regulators are pursuing policies that would limit where Juul can sell its fruity nicotine pods. Lawmakers and public health officials are also chastising the company for its popularity among teens, with some arguing that these young adults never would have smoked cigarettes but are now addicted to nicotine.
Altria's stake will provide provide Juul access to its experienced team of regulatory experts. It will also add might to support marketing and distribution efforts, the people said.
Talks between Altria and Juul been on and off over the past 14 months, the people said. Juul also spoke to Japan Tobacco and British American Tobacco, which operates in the U.S. through Reynolds, at one point, one of the people said, though it is unclear how seriously the parties engaged.
Negotiations between Altria and Juul began to heat up in October, as the company sought to hammer out a number of key sticking points the people said. One of the obstacles was Altria's own e-cigarettes, MarkTen and GreenSmoke, which Altria agreed to shut down as part of the deal, one of the people said. Altria announced plans to discontinue the brands earlier this month, citing financial performance.
Juul, which split from parent company Pax in 2017, captured 75 percent of the e-cigarette market in just three years, with most of the growth coming over the past year. Juul has roughly $1.5 billion in revenue, one of the people said. The entire category has posted $2.95 billion in sales in the year ended Dec. 1, according to Nielsen data compiled by Wells Fargo analyst Bonnie Herzog.
Right now, when smokers ditch Marlboro for Juul, Altria loses out. That will change if Altria owns a portion of Juul.
Juul pods may also be more profitable than conventional cigarettes because they typically aren't taxed and don't have to pay costs associated with the Master Settlement Agreement (MSA), a deal negotiated in 1998 between tobacco manufacturers and state attorneys general that ended a wave of ongoing lawsuits.
Meantime, Altria is awaiting a decision from the FDA on Philip Morris International's new heated tobacco product, iQOS. The device heats tobacco instead of burning it, with the idea that it gives smokers the nicotine they want while preventing combustion, the chemical process responsible for producing toxins in cigarettes.
PMI already sells iQOS in 46 markets overseas. It has said it expects a decision from the FDA by the end of the year.
For Altria, the deal is its second transformative investment in as many weeks. Altria invested $1.8 billion for a 45 percent stake in Canadian cannabis company, Cronos. Both investments comes as cigarette sales are falling at a faster clip than anticipated, threatening Altria's usual tactic of raising prices to offset volume declines.
Juul declined to comment. Altria, Japan Tobacco and British American Tobacco did not immediately return CNBC's requests for comment.