Coty Inc. Announces Board Recommendation Regarding the Tender Offer by an Affiliate of JAB Holding Company S.à r.l
Coty Inc. (the “Company” or “Coty”) (NYSE: COTY) today announced that it has filed an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) in connection with the tender offer (the “Offer”) commenced on February 13, 2019 by Cottage Holdco B.V. ( “Cottage”), an affiliate of JAB Holding Company S.à r.l. Pursuant to the Offer, Cottage would acquire up to 150 million shares of the Company’s Class A common stock (the “Shares”) at a price of $11.65 per share in cash. The Company also announced today that it has entered into a Stockholders Agreement (the “Stockholders Agreement”) with Cottage, JAB Holdings B.V. and JAB Cosmetics B.V. (the “JAB Group”) containing provisions that would become effective upon a consummation of the Offer and that are intended to enhance the potential for Coty stockholders following the consummation of the Offer to participate in the potential value creation that could result from Company management’s execution of its anticipated new strategic plan and to receive a premium for the purchase of their Shares in the event of future strategic transactions involving the Company’s common equity.
As stated in the amendment to Schedule 14D-9 being filed by the Company on March 18, 2019, which is being disseminated to its stockholders (the “Schedule 14D-9”), the previously formed special committee of disinterested, independent directors (the “Special Committee”) of the Board of Directors of the Company (the “Board”), based, among other things, on its consideration and evaluation of the Offer and the proposed Stockholders Agreement and subject to the terms and conditions thereof, has unanimously determined that the making of the Offer and the execution and delivery of the Stockholders Agreement are advisable and in the best interests of the stockholders of the Company (other than the JAB Group and its affiliates). Therefore, the Special Committee recommends that stockholders of the Company who, after having considered all of the factors set forth in the “Reasons for the Recommendation” section of the Schedule 14D-9, determine it is in their personal interest to sell all or a portion of their Shares at this time accept the Offer and tender their Shares pursuant to the Offer.
As further stated in the Schedule 14D-9, the Board (other than the directors who recused themselves from making a decision with respect to the Offer and Stockholders Agreement), based upon the determination and recommendation of the Special Committee, has unanimously determined that the making of the Offer and entering into the Stockholders Agreement are advisable and in the best interests of the stockholders of the Company (other than the JAB Group and its affiliates) and recommends that stockholders of the Company who, after having considered all of the factors set forth in the “Reasons for the Recommendation” section of the Schedule 14D-9, determine it is in their personal interest to sell all or a portion of their Shares at this time accept the Offer and tender their shares pursuant to the Offer.
Centerview Partners LLC is acting as financial advisor and Sidley Austin LLP and Richards, Layton & Finger, P.A. are acting as legal advisors to the Special Committee.
The Offer remains subject to various closing conditions, including the receipt of regulatory approvals and clearances, the satisfaction of the Minimum Tender Condition (as defined in Cottage’s tender offer materials) and other conditions stated in the tender offer materials.
Important Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC and is mailing such amendment to stockholders because it contains important information. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE AMENDED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These materials are also available free of charge by contacting the Company’s information agent, Okapi Partners LLC, toll-free at (877) 629-6356 or by contacting the Company’s Investor Relations Department at 350 Fifth Avenue, New York, New York 10118 or calling 212-389-7300. In addition, all of these materials (and all other tender offer documents filed with the SEC) are available free of charge from the SEC through its website at www.sec.gov.
About Coty Inc.
Coty is one of the world’s largest beauty companies with over $9 billion in revenue, an iconic portfolio of brands and a purpose to celebrate and liberate the diversity of consumers’ beauty. We believe the beauty of humanity lies in the individuality of its people; beauty is at its best when authentic; and beauty should make you feel happy, never sad. As the global leader in fragrance, a strong number two in professional salon hair color & styling, and number three in color cosmetics, Coty operates three divisions: Consumer Beauty, which is focused on mass color cosmetics, mass retail hair coloring and styling products, body care and mass fragrances with brands such as COVERGIRL, Max Factor, Sally Hansen and Rimmel; Luxury, which is focused on prestige fragrances and skincare with brands such as Calvin Klein, Burberry, Marc Jacobs, Hugo Boss, Gucci and philosophy; and Professional Beauty, which is focused on servicing salon owners and professionals in both hair and nail, with brands such as Wella Professionals, Sebastian Professional, OPI and ghd. Coty has approximately 20,000 colleagues globally and its products are sold in over 150 countries. Coty and its brands are committed to a range of social causes as well as seeking to minimize its impact on the environment.