NEW YORK--(BUSINESS WIRE)--Mar. 18, 2019--
Coty Inc. (the “Company” or “Coty”) (NYSE: COTY) today announced that it
has filed an amendment to its Solicitation/Recommendation Statement on
Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”)
in connection with the tender offer (the “Offer”) commenced on February
13, 2019 by Cottage Holdco B.V. ( “Cottage”), an affiliate of JAB
Holding Company S.à r.l. Pursuant to the Offer, Cottage would acquire up
to 150 million shares of the Company’s Class A common stock (the
“Shares”) at a price of $11.65 per share in cash. The Company also
announced today that it has entered into a Stockholders Agreement (the
“Stockholders Agreement”) with Cottage, JAB Holdings B.V. and JAB
Cosmetics B.V. (the “JAB Group”) containing provisions that would become
effective upon a consummation of the Offer and that are intended to
enhance the potential for Coty stockholders following the consummation
of the Offer to participate in the potential value creation that could
result from Company management’s execution of its anticipated new
strategic plan and to receive a premium for the purchase of their Shares
in the event of future strategic transactions involving the Company’s
common equity.
As stated in the amendment to Schedule 14D-9 being filed by the Company
on March 18, 2019, which is being disseminated to its stockholders (the
“Schedule 14D-9”), the previously formed special committee of
disinterested, independent directors (the “Special Committee”) of the
Board of Directors of the Company (the “Board”), based, among other
things, on its consideration and evaluation of the Offer and the
proposed Stockholders Agreement and subject to the terms and conditions
thereof, has unanimously determined that the making of the Offer and the
execution and delivery of the Stockholders Agreement are advisable and
in the best interests of the stockholders of the Company (other than the
JAB Group and its affiliates). Therefore, the Special Committee
recommends that stockholders of the Company who, after having considered
all of the factors set forth in the “Reasons for the Recommendation”
section of the Schedule 14D-9, determine it is in their personal
interest to sell all or a portion of their Shares at this time accept
the Offer and tender their Shares pursuant to the Offer.
As further stated in the Schedule 14D-9, the Board (other than the
directors who recused themselves from making a decision with respect to
the Offer and Stockholders Agreement), based upon the determination and
recommendation of the Special Committee, has unanimously determined that
the making of the Offer and entering into the Stockholders Agreement are
advisable and in the best interests of the stockholders of the Company
(other than the JAB Group and its affiliates) and recommends that
stockholders of the Company who, after having considered all of the
factors set forth in the “Reasons for the Recommendation” section of the
Schedule 14D-9, determine it is in their personal interest to sell all
or a portion of their Shares at this time accept the Offer and tender
their shares pursuant to the Offer.
Centerview Partners LLC is acting as financial advisor and Sidley Austin
LLP and Richards, Layton & Finger, P.A. are acting as legal advisors to
the Special Committee.
The Offer remains subject to various closing conditions, including the
receipt of regulatory approvals and clearances, the satisfaction of the
Minimum Tender Condition (as defined in Cottage’s tender offer
materials) and other conditions stated in the tender offer materials.
Important Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. The Company has filed an amendment
to its Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC and is mailing such amendment to stockholders because it contains
important information. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE AMENDED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These
materials are also available free of charge by contacting the Company’s
information agent, Okapi Partners LLC, toll-free at (877) 629-6356 or 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) are available free of 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.
Forward-Looking Statements
Certain statements contained in this press release, including statements
relating to the Offer, the Special Committee’s or the Board’s
recommendations with respect to the Offer, future value creation, the
closing of the Offer and other activities with respect to the Offer, are
forward-looking statements. These forward looking statements are
generally identified by words or phrases, such as “anticipate”,
“estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”,
“forecast”, “will”, “may”, “should,” “outlook,” “continue,” “intend,”
“aim” and similar words or phrases. Reported results should not be
considered an indication of future performance, and actual results may
differ materially from the results predicted due to risks and
uncertainties including:
-
the Company’s ability to develop and achieve its global business
strategies and strategic plan and the Company’s ability to compete
effectively in the beauty industry and achieve the benefits
contemplated by its strategic initiatives within the expected time
frame or at all;
-
the Company’s ability to anticipate, gauge and respond to market
trends and consumer preferences, which may change rapidly, and the
market acceptance of new products, including any launches or
relaunches and their associated costs and discounting, and consumer
receptiveness to the Company’s marketing and consumer engagement
activities (including digital marketing and media);
-
the Company’s use of estimates and assumptions in preparing its
financial statements and projections and estimates, including with
regard to revenue recognition, income taxes, the assessment of
goodwill, other intangible assets and long-lived assets for
impairment, the market value of inventory, pension expense and the
fair value of acquired assets and liabilities associated with
acquisitions and the fair value of redeemable noncontrolling interests;
-
the impact of any future impairments;
-
managerial, integration, operational, regulatory, legal and financial
risks, including diversion of management attention to and management
of cash flows, expenses and costs associated with multiple ongoing and
future strategic initiatives and internal reorganizations
-
the continued integration of the P&G Beauty Business and other recent
acquisitions with the Company’s business, operations, systems,
financial data and culture and the ability to realize synergies, avoid
future supply chain and other business disruptions, reduce costs
(including through the Company’s cash efficiency initiatives) and
realize other potential efficiencies and benefits (including through
the Company’s restructuring initiatives) at the levels and at the
costs and within the time frames contemplated or at all;
-
increased competition, consolidation among retailers, shifts in
consumers’ preferred distribution and marketing channels (including to
digital and luxury channels), distribution and shelf-space resets or
reductions, compression of go-to-market cycles, changes in product and
marketing requirements by retailers, reductions in retailer inventory
levels and order lead-times or changes in purchasing patterns, and
other changes in the retail, e-commerce and wholesale environment in
which the Company does business and sell its products and the
Company’s ability to respond to such changes;
-
the Company’s and its business partners’ and licensors’ abilities to
obtain, maintain and protect the intellectual property used in the
Company’s and their respective businesses, protect the Company’s and
such business partners’ respective reputations, public goodwill, and
defend claims by third parties for infringement of intellectual
property rights;
-
any change to the Company’s capital allocation and/or cash management
priorities;
-
any unanticipated problems, liabilities or other challenges associated
with an acquired business which could result in increased risk or new,
unanticipated or unknown liabilities, including with respect to
environmental, competition and other regulatory, compliance or legal
matters;
-
the Company’s international operations and joint ventures, including
enforceability and effectiveness of the Company’s joint venture
agreements and reputational, compliance, regulatory, economic and
foreign political risks, including difficulties and costs associated
with maintaining compliance with a broad variety of complex local and
international regulations;
-
the Company’s dependence on certain licenses and its ability to renew
expiring licenses or secure any needed change-in-control consents on
favorable terms or at all;
-
the Company’s dependence on entities performing outsourced functions,
including outsourcing of distribution functions, third-party
manufacturers, logistics and supply chain suppliers, and other
suppliers, including third-party software providers;
-
administrative, product development and other difficulties in meeting
the expected timing of market expansions, product launches and
marketing efforts;
-
global political and/or economic uncertainties, disruptions or major
regulatory or policy changes, and/or the enforcement thereof that
affect the Company’s business, financial performance, operations or
products, including the impact of Brexit, the current U.S.
administration, the results of elections in European countries and in
Brazil, changes in the U.S. tax code and recent changes and future
changes in tariffs, retaliatory or trade protection measures, trade
policies and other international trade regulations in the U.S. and in
other regions where the Company operates including the European Union
and China;
-
currency exchange rate volatility and currency devaluation;
-
the number, type, outcomes (by judgment, order or settlement) and
costs of current or future legal, compliance, tax, regulatory or
administrative proceedings, investigations and/or litigation;
-
the Company’s ability to manage seasonal factors and other variability
and to anticipate future business trends and needs;
-
disruptions in operations and sales, including due to disruptions in
supply chain, logistics, restructurings and other business alignment
activities, manufacturing or information technology systems, labor
disputes, extreme weather and natural disasters, and the impact of
such disruptions on the Company’s ability to generate profits,
stabilize or grow revenues or cash flows, comply with its contractual
obligations and accurately forecast demand and supply needs and/or
future results, and on the Company’s relationships with licensors and
retailers and the Company’s in-store execution and product launches
and promotions;
-
restrictions imposed on the Company through its license agreements,
credit facilities and senior unsecured bonds or other material
contracts, the Company’s ability to generate cash flow to repay,
refinance or recapitalize debt and otherwise comply with its debt
instruments, and changes in the manner in which the Company finances
its debt and future capital needs, including access to capital under
current market conditions;
-
increasing dependency on information technology and the Company’s
ability to protect against service interruptions, data corruption,
cyber-based attacks or network security breaches, costs and timing of
implementation and effectiveness of any upgrades or other changes to
information technology systems, including the Company’s digital
transformation initiatives, and the cost of compliance or the
Company’s failure to comply with any privacy or data security laws
(including the European Union General Data Protection Regulation (the
“GDPR”)) or to protect against theft of customer, employee and
corporate sensitive information;
-
the Company’s ability to attract and retain key personnel and the
impact of the recent senior management transitions;
-
the distribution and sale by third parties of counterfeit and/or gray
market versions of the Company’s products;
-
the results of the Company’s ongoing strategic review and the creation
and revision of its strategic plan;
-
the receipt of regulatory approvals in connection with the Offer and
the impact of certain amendments to the Offer;
-
business disruptions, litigation, costs and future events related to
the Offer; and
-
the impact of the Offer on the Company’s relationships with key
customers and suppliers and certain material contracts.
More information about potential risks and uncertainties that could
affect the Company’s business and financial results is included under
the heading “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2018, subsequent
Quarterly Reports on Form 10-Q and periodic reports the Company has
filed and may file with the SEC from time to time.
All forward-looking statements made in this report are qualified by
these cautionary statements. Undue reliance should not be placed on
these forward-looking statements, which are made only as of the date of
this Statement, and the Company does not undertake any obligation, other
than as may be required by law, to update or revise any forward-looking
or cautionary statements to reflect changes in assumptions, the
occurrence of events, unanticipated or otherwise, or changes in future
operating results over time or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190318005243/en/
Source: Coty Inc.
Investor Relations
Christina
Frank, +1 212 389-6802
christina_frank@cotyinc.com
Olga Levinzon, +1 212 389-7733
olga_levinzon@cotyinc.com
Media
Jennifer Friedman, +1
917 754-8399
jennifer_friedman@cotyinc.com