CINCINNATI–(BUSINESS WIRE)–The Procter & Gamble Company (NYSE:PG) announced today the commencement
of an exchange offer for the separation of its global fine fragrances,
salon professional, cosmetics and retail hair color businesses, along
with select hair styling brands (collectively referred to as “P&G
Specialty Beauty Brands”).
This represents the next step in the proposed tax-efficient Reverse
Morris Trust transaction with Coty Inc. (NYSE: COTY) announced on July
9, 2015. In the proposed split-off transaction, P&G will transfer the
assets and liabilities of P&G Specialty Beauty Brands, other than
specified excluded brands, to Galleria Co., a wholly owned subsidiary of
P&G created to facilitate the transaction. Following completion of the
exchange offer, Galleria Co. will merge with a wholly owned subsidiary
of Coty and become a wholly owned subsidiary of Coty.
The exchange offer provides P&G shareholders with the opportunity to
exchange their shares of P&G common stock for shares of Galleria Co.
common stock, which will convert into shares of Coty class A common
stock upon completion of the merger. The exchange and the merger are
expected to be tax-free to participating P&G shareholders for U.S.
federal income tax purposes.
The exchange offer includes several key elements:
P&G is offering to exchange shares of Galleria Co. common stock for
shares of P&G common stock that are validly tendered and not properly
withdrawn. Procedures regarding how to tender and withdraw shares will
be specified in the exchange offer materials distributed to P&G
P&G shareholders have the opportunity to exchange all, some or none of
their shares of P&G common stock for shares of Galleria Co. common
stock, subject to proration if the exchange offer is oversubscribed.
Each share of Galleria Co. common stock will automatically convert
into the right to receive one share of Coty class A common stock upon
completion of the merger, which is expected to occur as promptly as
practicable following completion of the exchange offer.
Tendering P&G shareholders are expected to receive approximately
$1.075 of Galleria Co. common stock for every $1.00 of P&G common
stock tendered and accepted in the exchange offer, subject to an upper
limit described below.
P&G expects to issue 409,726,299 shares of Galleria Co. common stock
in the exchange offer. The number of shares of P&G common stock that
will be accepted in the exchange offer will depend on the final
exchange ratio and the number of shares of P&G common stock tendered
and not properly withdrawn.
The exchange offer and withdrawal rights will expire at 12:00
midnight, Eastern Daylight (New York City) Time, on September 29,
2016, unless extended or terminated.
Galleria Co. common stock will not be delivered to participants in the
exchange offer. Participants will instead receive shares of Coty class
A common stock in connection with the merger. No trading market
currently exists or will ever exist for shares of Galleria Co. common
The exchange offer is designed to permit P&G shareholders to exchange
their shares of P&G common stock for shares of Galleria Co. common stock
at a discount of 7.0 percent, with the price of Galleria Co. common
stock established by P&G as described below, subject to an upper limit
of 3.9033 shares of Galleria Co. common stock per share of P&G common
stock. P&G will determine the prices at which shares of P&G common stock
and shares of Galleria Co. common stock will be exchanged by reference
to the simple arithmetic average of the daily volume-weighted average
prices of shares of P&G common stock and shares of Coty class A common
stock on the New York Stock Exchange during a period of three
consecutive trading days ending on and including the second clear
trading day preceding the last day of the exchange offer.
The final exchange ratio showing the number of shares of Galleria Co.
common stock (which will immediately be converted, on a one for one
basis, into the right to receive shares of Coty class A common stock)
that P&G shareholders participating in the exchange offer will receive
for each share of P&G common stock accepted for exchange will be
announced at www.dfking.com/pg
and separately by press release no later than 9:00 a.m., Eastern
Daylight (New York City) Time, on the trading day immediately preceding
the expiration date. P&G will also announce at that time whether the
upper limit on the number of shares of Galleria Co. common stock that
can be received for each share of P&G common stock tendered is in effect.
The exchange offer will be subject to proration if the exchange offer is
oversubscribed, and the number of shares of P&G common stock accepted in
the exchange offer may be fewer than the number of shares tendered. If
the exchange offer is consummated but not fully subscribed, P&G will
distribute all of the shares of Galleria Co. common stock it continues
to own as a pro rata dividend to all P&G shareholders whose shares of
P&G common stock remain outstanding and have not been accepted for
exchange in the exchange offer.
As promptly as practicable following completion of the exchange offer
and, if necessary, the pro rata dividend, a wholly owned subsidiary of
Coty will merge with and into Galleria Co., with Galleria Co. surviving
the merger and becoming a wholly owned subsidiary of Coty. The
transactions are subject to customary closing conditions, including a
minimum tender condition. As a result of the exchange offer, the number
of outstanding shares of P&G common stock will be reduced.
Prior to the merger, JAB Cosmetics B.V., the holder of all outstanding
shares of Coty class B common stock, will convert its shares of Coty
class B common stock into shares of Coty class A common stock, after
which the class A common stock will be Coty’s only class of common stock
outstanding. Following this conversion and the merger, the shares of
Coty class A common stock issued in the merger are expected to represent
approximately 55 percent of the shares of Coty common stock that will be
outstanding after the merger.
For more information about the proposed transaction, please visit the
website that P&G will maintain for the exchange offer at www.dfking.com/pg.
For more information about the exchange offer, please contact the
information agent, D.F. King & Co., Inc., at +1 (212) 269-5550 (for
banks and brokers) and +1 (877) 297-1747 (for all other callers).
Goldman, Sachs & Co. is acting as financial advisor to P&G in connection
with the merger.
Certain statements in this press release, other than purely historical
information, including estimates, projections, statements relating to
P&G’s business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are based on current
expectations and assumptions, which are subject to risks and
uncertainties that may cause results to differ materially from those
expressed or implied in the forward-looking statements. P&G undertakes
no obligation to update or revise publicly any forward-looking
statements, whether because of new information, future events or
Risks and uncertainties to which P&G’s forward-looking statements are
subject include, without limitation: (1) the ability to successfully
manage global financial risks, including foreign currency fluctuations,
currency exchange or pricing controls and localized volatility; (2) the
ability to successfully manage local, regional or global economic
volatility, including reduced market growth rates, and generate
sufficient income and cash flow to allow P&G to effect the expected
share repurchases and dividend payments; (3) the ability to manage
disruptions in credit markets and changes to P&G’s credit rating; (4)
the ability to maintain key manufacturing and supply arrangements
(including sole supplier and sole manufacturing plant arrangements) and
manage disruption of business due to factors outside of P&G’s control,
such as natural disasters and acts of war or terrorism; (5) the ability
to successfully manage cost fluctuations and pressures, including
commodity prices, raw materials, labor costs, energy costs and pension
and health care costs; (6) the ability to stay on the leading edge of
innovation, obtain necessary intellectual property protections and
successfully respond to technological advances attained by, and patents
granted to, competitors; (7) the ability to compete with P&G’s local and
global competitors in new and existing sales channels, including by
successfully responding to competitive factors such as prices,
promotional incentives and trade terms for products; (8) the ability to
manage and maintain key customer relationships; (9) the ability to
protect P&G’s reputation and brand equity by successfully managing real
or perceived issues, including concerns about safety, quality,
ingredients, efficacy or similar matters that may arise; (10) the
ability to successfully manage the financial, legal, reputational and
operational risk associated with third party relationships, such as
P&G’s suppliers, contractors and external business partners; (11) the
ability to rely on and maintain key information technology systems and
networks (including P&G and third-party systems and networks) and
maintain the security and functionality of such systems and networks and
the data contained therein; (12) the ability to successfully manage
regulatory and legal requirements and matters (including, without
limitation, those laws and regulations involving product liability,
intellectual property, antitrust, privacy, tax, accounting standards and
the environment) and to resolve pending matters within current
estimates; (13) the ability to manage changes in applicable tax laws and
regulations; (14) the ability to successfully manage P&G’s portfolio
optimization strategy, as well as ongoing acquisition, divestiture and
joint venture activities, to achieve P&G’s overall business strategy,
without impacting the delivery of base business objectives; (15) the
ability to successfully achieve productivity improvements and cost
savings and manage ongoing organizational changes, while successfully
identifying, developing and retaining particularly key employees,
especially in key growth markets where the availability of skilled or
experienced employees may be limited; and (16) the ability to manage the
uncertain implications of the United Kingdom’s withdrawal from the
European Union. For additional information concerning factors that could
cause actual results and events to differ materially from those
projected herein, please refer to P&G’s most recent 10-K, 10-Q and 8-K
Galleria Co. and Coty have filed registration statements with the U.S.
Securities and Exchange Commission (“SEC”) registering the shares of
Galleria Co. common stock and shares of Coty class A common stock to be
issued to P&G shareholders in connection with the P&G Specialty Beauty
Brands transaction. Coty has also filed a definitive information
statement on Schedule 14C with the SEC that has been sent to the
shareholders of Coty. In connection with the exchange offer for the
shares of P&G common stock, P&G filed on September 1, 2016 a tender
offer statement on Schedule TO with the SEC. P&G shareholders are urged
to read the prospectus included in the registration statements, the
tender offer statement and any other relevant documents because they
contain important information about Galleria Co., Coty and the proposed
transaction. The prospectus, information statement, tender offer
statement and other documents relating to the proposed transaction can
be obtained free of charge from the SEC’s website at www.sec.gov.
The documents can also be obtained free of charge from P&G upon written
request to The Procter & Gamble Company, c/o D.F. King & Co., Inc., 48
Wall Street, New York, NY 10005 or by calling (212) 269-5550 (for banks
and brokers) and (877) 297-1747 (for all other callers)or from Coty upon
written request to Coty Inc., Investor Relations, 350 Fifth Avenue, New
York, New York 10118 or by calling (212) 389-7300.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale
of securities in any jurisdiction in which such solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
About Procter & Gamble
P&G serves consumers around the world with one of the strongest
portfolios of trusted, quality, leadership brands, including Always®,
Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®,
Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®,
Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G
community includes operations in approximately 70 countries worldwide.
Please visit http://www.pg.com
for the latest news and information about P&G and its brands.
Coty is a leading global beauty company with net revenues of $4.3
billion for the fiscal year ended June 30, 2016. Founded in Paris in
1904, Coty is a pure play beauty company with a portfolio of well-known
fragrances, color cosmetics and skin & body care products sold in over
130 countries and territories. Coty’s product offerings include such
power brands as adidas, Calvin Klein, Chloé, DAVIDOFF, Marc Jacobs, OPI,
philosophy, Playboy, Rimmel and Sally Hansen.
For additional information about Coty Inc., please visit www.coty.com.