Coty Inc. (the “Company” or “Coty”) (NYSE: COTY) notes the expiration of
the tender offer (the “Offer”) by Cottage Holdco B.V. (“Offeror”), an
affiliate of JAB Holding Company S.à r.l. (“JAB”), to purchase up to
150,000,000 shares of the Company’s Class A common stock (the “Shares”)
at a price of $11.65 per share in cash.
The Company has been informed by Offeror that the Offer expired at 5:00
P.M., New York City time, on Friday, April 26, 2019 (the “Expiration
Date”), and was not further extended. The Company has also been informed
by Offeror that, all conditions to the Offer having been satisfied or
waived on April 26, 2019, Offeror intends to, pending final proration as
described in Offeror’s tender offer materials, accept for payment
150,000,000 Shares validly tendered and not withdrawn from the Offer or
otherwise delivered pursuant to Notice of Guaranteed Delivery on or
prior to the Expiration Date.
Offeror has informed the Company that, prior to the Closing, Offeror and
its affiliates beneficially owned 300,908,041 Shares, representing
approximately 40% of the issued and outstanding Shares of the Company,
and that immediately following Offeror’s purchase of Shares pursuant to
the Offer, Offeror and its affiliates will beneficially own
approximately 450,908,041 Shares, representing approximately 60% of the
issued and outstanding Shares of the Company. Offeror has also informed
the Company that, as the number of Shares validly tendered into the
Offer and not withdrawn prior to the Expiration Date exceeded the number
of Shares subject to the Offer, proration will apply. Information
regarding the preliminary and final proration results and other
information regarding the consummation of the Offer, including the
anticipated date the Offeror will deliver payment for the Shares, should
be obtained from Offeror.
Following the purchase of the Shares pursuant to the Offer, the Company
will remain a public company and the Shares will continue to be listed
for trading on the New York Stock Exchange (“NYSE”).
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 acceptance and purchase of shares pursuant to
the Offer, payment for the shares, continued listing on the NYSE and the
consummation of 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 acceptance and purchase of shares pursuant 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 press release 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.
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