Coty Inc. (the Company or Coty) (NYSE:COTY) notes the extension of the tender offer (the Offer) by Cottage Holdco B.V. (Offeror), an affiliate of JAB Holding Company S. r.l. (JAB), to purchase up to 150,000,000 shares of the Companys 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 expiration date of the Offer has been further extended by Offeror from 5:00 P.M., New York City Time, on April 15, 2019 to 5:00 P.M., New York City Time, on April 18, 2019, subject to the further extension or earlier termination of the Offer by Offeror.
Offeror has also indicated that, as of 5:00 p.m., New York City Time, on April 15, 2019, the last business day prior to the announcement of the extension of the Offer, 207,464,427 Shares had been validly tendered pursuant to the Offer and not properly withdrawn. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 139,831,809 Shares.
The Offer remains subject to various closing conditions stated in Offerors tender offer materials. Offeror has informed the Company that the Offer is being extended to coordinate with the anticipated timing of the one remaining regulatory approval in Russia.
Important Additional Information
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This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed an amendment and restatement of its Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. 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 available free of charge by contacting the Companys information agent, Okapi Partners LLC, toll-free at (877) 629-6356 or by contacting the Companys 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 worlds 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.
Certain statements contained in this press release, including statements relating to the Offer, the number of shares validly tendered pursuant to the Offer, regulatory approvals in connection with the Offer and the closing 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 Companys ability to develop and achieve its global business strategies and strategic plan and the Companys 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 Companys 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 Companys marketing and consumer engagement activities (including digital marketing and media);
- the Companys 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 Companys 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 Companys cash efficiency initiatives) and realize other potential efficiencies and benefits (including through the Companys 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 Companys ability to respond to such changes;
- the Companys and its business partners and licensors abilities to obtain, maintain and protect the intellectual property used in the Companys and their respective businesses, protect the Companys and such business partners respective reputations, public goodwill, and defend claims by third parties for infringement of intellectual property rights;
- any change to the Companys 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 Companys international operations and joint ventures, including enforceability and effectiveness of the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys relationships with licensors and retailers and the Companys 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 Companys 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 Companys 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 Companys digital transformation initiatives, and the cost of compliance or the Companys 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 Companys 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 Companys products;
- the results of the Companys ongoing strategic review and the creation and revision of its strategic plan;
- the receipt of regulatory approvals in connection with the Offer and the fulfillment of other conditions to the Offer;
- the number of shares validly tendered pursuant to the Offer;
- business disruptions, litigation, costs and future events related to the Offer; and
- the impact of the Offer on the Companys relationships with key customers and suppliers and certain material contracts.
More information about potential risks and uncertainties that could affect the Companys business and financial results is included under the heading Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys 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.
Frank, +1 212 389-6802
Olga Levinzon, +1 212 389-7733
Jennifer Friedman, +1