Coty Forms Special Committee to Evaluate JAB Tender Offer
The Board of Directors (the Board) of the Company has formed a special committee of disinterested, independent directors (the Special Committee) to evaluate the Tender Offer.
Coty Inc. (the “Company”) (NYSE:COTY) today confirmed that on February
13, 2019 (the “Commencement Date”), JAB Holding Company S.à r.l. (“JAB”
and, together with the affiliates of JAB (other than the Company), the
“JAB Group”) commenced its previously announced tender offer, pursuant
to which an affiliate of JAB Group would acquire up to 150 million
additional shares of the Company’s Class A common stock at a price of
$11.65 per share in cash (the “Tender Offer”).
The Board of Directors (the “Board”) of the Company has formed a special
committee of disinterested, independent directors (the “Special
Committee”) to evaluate the Tender Offer. Members of the Special
Committee are Sabine Chalmers, Erhard Schoewel and Robert Singer.
Consistent with its fiduciary duties and in consultation with its
financial and legal advisors, the Special Committee will thoroughly
review and evaluate the Tender Offer to determine a course of action it
believes is in the best interest of the Company’s stockholders. The
Board will not move forward with approving or recommending the Tender
Offer or any other transaction with JAB Group unless it is approved by
the Special Committee.
The Special Committee will inform the Board of whether it recommends
stockholders accept or reject the Tender Offer, or whether it expresses
no opinion and remains neutral toward the Tender Offer, at which point
JAB Group will determine whether or not to proceed with the Tender
Offer. The Company will notify stockholders of the Special Committee’s
formal recommendation, within ten business days of the Commencement Date
by filing with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9. The Company’s
stockholders are advised to take no action at this time pending the
review of the Tender Offer by the Special Committee.
Important Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. The Company may file a
solicitation/recommendation statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission (“SEC”). Any
solicitation/recommendation statement filed by the Company that is
required to be mailed to stockholders will be mailed to stockholders of
the Company. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. These materials will be sent free of charge to
Company stockholders when available, and may also be obtained 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) will be available at no 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.
For additional information about Coty Inc., please visit www.coty.com.
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