The Procter & Gamble Company (NYSE:PG) announced today the
preliminary results of its exchange offer for shares of P&G
common stock in connection with the previously announced
transaction to separate 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 transaction, P&G transferred 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, and
Galleria Co. will merge with a subsidiary of Coty Inc. (NYSE:COTY)
and become a wholly owned subsidiary of Coty. Upon completion of
the merger, each share of Galleria Co. common stock will be
converted into the right to receive one share of Coty class A
common stock.
The exchange offer expired at 12:00 midnight, Eastern Daylight
(New York City) Time, on September 29, 2016. P&G shareholders
who tendered 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.
Exchange Offer Preliminary Results
Pursuant to the exchange offer and based on a preliminary count
by the exchange agent, approximately 691,105,648 shares of P&G
common stock were tendered prior to the expiration of the exchange
offer, including 383,204,614 shares tendered pursuant to guaranteed
delivery procedures. The total number of shares tendered includes
an estimated 1,488,679 shares of P&G common stock tendered by
odd-lot shareholders not subject to proration. P&G intends to
accept 104,969,205 of the tendered shares in exchange for the
409,726,299 shares of Galleria Co. common stock owned by P&G
and offered for exchange.
Based on the total number of shares of P&G common stock
reported to be tendered and not properly withdrawn prior to the
expiration of the exchange offer, the exchange offer was
oversubscribed by approximately 586,136,443 shares, including
shares tendered pursuant to guaranteed delivery procedures,
resulting in a preliminary proration factor of approximately 15.01
percent.
P&G will not be able to determine the final proration factor
until the end of the exchange offer’s guaranteed delivery period at
5:00 p.m., New York City time, on October 4, 2016. P&G will
publicly announce the final proration factor, which may be
different from today’s preliminary estimate, once it has been
determined.
Because more than 104,969,205 shares of P&G common stock
were tendered, all shares of Galleria Co. common stock owned by
P&G are expected to be distributed to P&G shareholders who
tendered their shares of P&G common stock in the exchange
offer, and no shares of Galleria Co. common stock are expected to
be distributed to P&G shareholders as a pro rata dividend.
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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version on businesswire.com: http://www.businesswire.com/news/home/20160930005365/en/
P&G Media ContactsDamon 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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