CINCINNATI–(BUSINESS WIRE)–The Procter & Gamble Company (NYSE:PG) announced today that the final
exchange ratio for its exchange offer for shares of P&G common stock
will be 3.9033 shares of common stock of Galleria Co. for each share of
P&G common stock accepted in the exchange offer. The split-off
transaction is a key step in the previously announced separation from
P&G 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”). In the
proposed transaction, P&G will transfer 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. Following completion of the exchange offer, Galleria Co.
will merge with a subsidiary of Coty Inc. (NYSE:COTY) and become a
wholly owned subsidiary of Coty.
The exchange offer provides P&G shareholders with the opportunity to
exchange their shares of P&G common stock for shares of Galleria Co.
common stock. Each share of Galleria Co. common stock will be converted
into the right to receive one share of Coty class A common stock upon
completion of the merger, which is expected to occur as promptly as
practicable following completion of the exchange offer.
P&G is offering 409,726,299 shares of Galleria Co. common stock for
shares of P&G common stock. Based on the final exchange ratio, P&G will
accept for exchange a maximum of 104,969,205 shares of P&G common stock
in the exchange offer.
P&G shareholders who tender 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. The exchange
and the merger are expected to be tax-free to participating P&G
shareholders for U.S. federal income tax purposes.
The final calculated per-share value of the shares of P&G common stock
and the final calculated per-share value of the shares of Galleria Co.
common stock, in each case determined in the manner described in the
Prospectus dated September 1, 2016 (the “Prospectus”), would have
resulted in an exchange ratio higher than the upper limit of 3.9033.
Accordingly, the final exchange ratio has been set at 3.9033 shares of
Galleria Co. common stock for each share of P&G common stock accepted in
the exchange offer. Based on the calculated per-share value of P&G
common stock and the calculated per-share value of Galleria Co. common
stock, in each case determined in the manner described in the
Prospectus, tendering P&G shareholders will receive approximately $1.042
of Coty class A common stock for each $1.00 of P&G common stock accepted
in the exchange offer.
The exchange offer and withdrawal rights will expire at 12:00 midnight
(the last minute of the day), Eastern Daylight (New York City) Time, on
September 29, 2016, unless extended or terminated.
The exchange offer will be subject to proration if the exchange offer is
oversubscribed, and the number of shares of P&G common stock accepted in
the exchange offer may be fewer than the number of shares tendered. If
the exchange offer is completed but not fully subscribed, P&G will
distribute all of the shares of Galleria Co. common stock it continues
to own as a pro rata dividend to all P&G shareholders whose shares of
P&G common stock remain outstanding and have not been accepted for
exchange in the exchange offer.
As promptly as practicable following completion of the exchange offer
and, if the exchange offer is completed but is not fully subscribed, the
subsequent pro rata dividend of all remaining shares of Galleria Co.
common stock to the remaining P&G shareholders, a wholly owned
subsidiary of Coty will merge with and into Galleria Co., with Galleria
Co. surviving the merger and becoming a wholly owned subsidiary of Coty.
The transactions are subject to customary closing conditions, including
a minimum tender condition.
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).
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
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.
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.