NEW YORK, July 9, 2015 /PRNewswire/ -- Cadwalader,
Wickersham & Taft LLP is advising The Procter & Gamble
Company (NYSE: PG) on the tax aspects of the merger of 43 of its
beauty brands with Coty Inc. (NYSE: COTY) in a Reverse Morris Trust
transaction valued at approximately $15
billion. The transaction includes P&G's global salon
professional hair care and color, retail hair color, cosmetics and
fine fragrance businesses, along with select hair styling
brands.
P&G expects to do a split-off or spin-off transaction, with
a current preference for a Reverse Morris Trust split-off
transaction in which P&G shareholders could elect to
participate in an exchange offer to exchange P&G shares for
shares of Coty. P&G shareholders would have the option of
exchanging all, some or none of their P&G shares. If executed
as a split-merge, P&G would establish a separate entity to hold
the beauty brands, which would be transferred to electing P&G
shareholders in a tax-efficient transaction with a simultaneous
merger of the new entity with Coty.
The transaction is expected to close in the second half of
calendar year 2016, pending regulatory approvals.
The Cadwalader team is led by Tax Group Chair Linda Swartz, who
has served as tax counsel to P&G since 2005 on transactions
including the pending tax-free exchange of its Duracell business
for P&G shares held by Berkshire Hathaway, the sale of its
Pringles business to Kellogg Co., the tax-free distribution and
immediate acquisition of its Folgers Coffee business by the J.M.
Smucker Company, and the tax-free acquisition of The Gillette
Company, and includes partner Richard Nugent and special counsel
Edward Wei.
About Procter & Gamble
P&G serves nearly five billion people around the world with
its brands. The Company has 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.
About Cadwalader, Wickersham & Taft LLP
Cadwalader, Wickersham & Taft LLP, established in 1792,
serves a diverse client base, including many of the world's leading
financial institutions and corporations in more than 50 countries.
With offices in New York,
London, Charlotte, Washington, Houston, Beijing, Hong
Kong and Brussels,
Cadwalader offers legal expertise in antitrust, banking, corporate
finance, corporate governance, energy, environmental, executive
compensation, financial restructuring, health care, intellectual
property, litigation, mergers and acquisitions, private equity,
private wealth, real estate, regulation, securitization, structured
finance, tax and white collar defense. For more information, visit
www.cadwalader.com.
Contacts:
Kara Fitzsimmons +1 212 504 6708
kara.fitzsimmons@cwt.com
Robert Robertson +1 212 504 6897
robert.robertson@cwt.com
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