The Procter & Gamble Company (NYSE:PG) announced today that
the final exchange ratio for its exchange offer for shares of
P&G common stock will be 3.9033 shares of common stock of
Galleria Co. for each share of P&G common stock accepted in the
exchange offer. The split-off transaction is a key step in the
previously announced separation from P&G 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”). In the proposed
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 subsidiary of Coty
Inc. (NYSE: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. Each share of Galleria Co.
common stock will be converted 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.
P&G is offering 409,726,299 shares of Galleria Co. common
stock for shares of P&G common stock. Based on the final
exchange ratio, P&G will accept for exchange a maximum of
104,969,205 shares of P&G common stock in the exchange
offer.
P&G shareholders who tender their shares of P&G common
stock in the exchange offer will receive approximately 3.9033
shares of Coty class A common stock (subject to receipt of cash in
lieu of fractional shares) for each share of P&G common stock
accepted for exchange. The exchange and the merger are expected to
be tax-free to participating P&G shareholders for U.S. federal
income tax purposes.
The final calculated per-share value of the shares of P&G
common stock and the final calculated per-share value of the shares
of Galleria Co. common stock, in each case determined in the manner
described in the Prospectus dated September 1, 2016 (the
“Prospectus”), would have resulted in an exchange ratio higher than
the upper limit of 3.9033. Accordingly, the final exchange ratio
has been set at 3.9033 shares of Galleria Co. common stock for each
share of P&G common stock accepted in the exchange offer. Based
on the calculated per-share value of P&G common stock and the
calculated per-share value of Galleria Co. common stock, in each
case determined in the manner described in the Prospectus,
tendering P&G shareholders will receive approximately $1.042 of
Coty class A common stock for each $1.00 of P&G common stock
accepted in the exchange offer.
The exchange offer and withdrawal rights will expire at 12:00
midnight (the last minute of the day), Eastern Daylight (New York
City) Time, on September 29, 2016, unless extended or
terminated.
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 completed 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 the exchange offer is completed but is not fully
subscribed, the subsequent pro rata dividend of all remaining
shares of Galleria Co. common stock to the remaining P&G
shareholders, 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.
For more information about the proposed transaction, please
visit the website that P&G maintains 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
(212) 269-5550 (for banks and brokers) and (877) 297-1747 (for all
other callers).
Forward-Looking Statements
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 otherwise.
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
reports.
Additional Information
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.
About Coty
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.
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P&G Media Contacts:Damon Jones,
+1 513-983-0190jones.dd@pg.comorJennifer Corso, +1
513-983-2570corso.jj@pg.comorP&G Investor
Relations Contact:John Chevalier, +1 513-983-9974
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