Coty Forms Special Committee to Evaluate JAB Tender Offer
February 15 2019 - 1:00PM
Business Wire
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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version on businesswire.com: https://www.businesswire.com/news/home/20190215005449/en/
Investor
RelationsChristina Frank, +1 212
389-6802christina_frank@cotyinc.com
Olga Levinzon, +1 212
389-7733olga_levinzon@cotyinc.com
MediaJennifer
Friedman, +1 917 754-8399jennifer_friedman@cotyinc.com
Lisa Kessler, +1 917 348 3373lisa_kessler@cotyinc.com
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