Procter & Gamble Announces Final Proration Factor of 15.0123% for Shares Tendered in P&G Specialty Beauty Brands Exchange Offer


The Procter & Gamble Company (NYSE:PG)(Paris:PGP) announced today that
the final proration factor of 15.0123% for its exchange offer in
connection with the separation of P&G’s global fine fragrances, salon
professional, cosmetics and retail hair color businesses, along with
select hair styling brands (collectively, “P&G Specialty Beauty
Brands”). A total of 690,798,524 shares of P&G common stock were validly
tendered in exchange for 409,726,299 shares of common stock of Galleria
Co., the corporation formed to hold P&G Specialty Beauty Brands. The
exchange offer successfully closed on September 30, 2016.

Galleria Co. was formerly a wholly owned subsidiary of P&G. On October
1, 2016, pursuant to the previously announced merger, Galleria Co.
merged with and into a subsidiary of Coty Inc. (NYSE:COTY) and became a
wholly owned subsidiary of Coty.

Pursuant to the exchange offer and based on the final count by the
exchange agent, a total of 690,798,524 shares of P&G common stock were
tendered prior to the expiration of the exchange offer, including
1,487,419 shares of P&G common stock tendered by odd-lot shareholders
not subject to proration, whose shares were fully accepted in the
exchange offer. All remaining tendered shares of P&G common stock were
accepted in the exchange offer on a pro rata basis using the final
proration factor of 15.0123%. Shares of P&G common stock tendered but
not exchanged due to proration will be returned to tendering

Under the terms of the exchange offer, fractional shares of Coty common
stock will not be issued. Instead, fractional shares will be aggregated
and sold, and the net cash proceeds of such sale will be distributed to
tendering P&G shareholders otherwise entitled to fractional interests.

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

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

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
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
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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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