Procter & Gamble Completes Transfer of Specialty Beauty Business to Coty


The Procter & Gamble Company (NYSE:PG)(Paris:PGP) today announced the
completion of its Reverse Morris Trust transaction with Coty Inc.
(NYSE:COTY), including the transfer 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”).

On September 30, 2016, P&G completed a split-off transaction whereby P&G
provided its shareholders with the opportunity to exchange their shares
of P&G common stock for Galleria Co. common stock. Effective October 1,
2016, Galleria Co. merged with a subsidiary of Coty and became a wholly
owned subsidiary of Coty, whereby Galleria Co. common stock was
converted to common stock of Coty Inc.

“The completion of this transaction is a key step in our journey to
return P&G results to a balance of strong top-line growth, bottom-line
growth and cash generation,” said David S. Taylor, P&G Chairman,
President and Chief Executive Officer. “This effectively completes the
major work we undertook two years ago to streamline and strengthen our
product portfolio. We are now focused on 10 product categories and about
65 brands where P&G has leading market positions and where product
technologies deliver performance differences that matter most to

“I’m pleased with the timely, efficient and effective transition of
these businesses. I want to share my personal thanks to all the
employees who have transitioned to Coty,” Taylor added. “They showed
amazing dedication during a period of uncertainty—demonstrating time and
time again the strong character of P&G people. I thank them for
everything they did during the transition and for all their years with
P&G and wish them an exciting future with Coty.”

As part of the transaction, P&G retired 105.0 million shares of P&G
stock, behind the exchange of 409.7 million shares of Galleria Co.,
which converted into common shares of Coty. At P&G’s closing stock price
on Friday, September 30 of $89.75, these shares represent value of $9.4
billion. In addition, Galleria Co. assumed approximately $1.9 billion of
debt in the transaction, the proceeds of which were subsequently
distributed to P&G prior to the consummation of the split/merger. The
combination of the stock retirement and debt proceeds results in a total
value of approximately $11.4 billion.

Goldman, Sachs & Co. acted as financial advisor, Cadwalader, Wickersham
& Taft LLP acted as tax counsel, and Jones Day acted as legal counsel to

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
environmental) 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 common stock to be issued
to P&G shareholders in connection with the P&G 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) or (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

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