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EXCHANGE OFFER |
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Pursuant to the exchange offer, which closed on September 30, 2016, and based on the final count by the exchange agent, a total of 690,798,524 shares of P&G common stock were tendered prior to the expiration of the Exchange Offer, including 1,487,419 shares of P&G common stock tendered by odd-lot shareholders not subject to proration whose shares were fully accepted in the exchange offer. All remaining tendered shares of P&G common stock were accepted in the exchange offer on a pro rata basis using the final proration factor of 15.0123%. Shares of P&G common stock tendered but not exchanged due to proration will be returned to tendering shareholders. Under the terms of the exchange offer, fractional shares of Coty common stock will not be issued. Instead, fractional shares will be aggregated and sold, and the net cash proceeds of such sale will be distributed to tendering P&G shareholders otherwise entitled to fractional interests.
Effective as of 12:01 a.m., New York City time, on October 1, 2016, Galleria Company merged with a subsidiary of Coty and became a wholly owned subsidiary of Coty.
The exchange offer expired on September 29, 2016, at midnight, New York City time. Pursuant to the exchange offer and based on a preliminary count by the exchange agent, approximately 691,105,648 shares of P&G common stock were tendered prior to the expiration of the exchange offer, including 383,204,614 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 1,488,679 shares of P&G common stock tendered by odd-lot shareholders not subject to proration. P&G intends to accept 104,969,205 of the tendered shares in exchange for the 409,726,299 shares of Galleria Company common stock owned by P&G and offered for exchange. Based on the total number of shares of P&G common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, the exchange offer was oversubscribed by approximately 586,136,443 shares, including shares tendered pursuant to guaranteed delivery procedures, resulting in a preliminary proration factor of approximately 15.01 percent. P&G will not be able to determine the final proration factor until the end of the exchange offer’s guaranteed delivery period at 5:00 p.m., New York City time, on October 4, 2016. P&G will publicly announce the final proration factor, which may be different from today’s preliminary estimate, once it has been determined. Because more than 104,969,205 shares of P&G common stock were tendered, all shares of Galleria Company common stock owned by P&G are expected to be distributed to P&G shareholders who tendered their shares of P&G common stock in the exchange offer, and no shares of Galleria Company common stock are expected to be distributed to P&G shareholders as a pro rata dividend.
The final exchange ratio is 3.9033 shares of Galleria Company common stock for each share of P&G common stock validly tendered and not properly withdrawn. As a result, P&G shareholders who tendered their shares of P&G common stock in the exchange offer will receive 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.
Investor Information
On September 1, 2016, The
Procter & Gamble Company (“P&G”) commenced an exchange offer relating to the
split-off of certain assets and liabilities relating to P&G’s global fine
fragrances, salon professional, cosmetics and retail hair color business, along
with select color styling brands (“P&G Beauty Brands”).
As part of the split-off, P&G will transfer specified
assets and liabilities related to P&G Beauty Brands, excluding specified
excluded brands, to Galleria Co., a wholly owned subsidiary of P&G (“Galleria
Company”).
In the exchange offer, P&G
is offering to exchange all shares of common stock of Galleria Company that are
owned by P&G for shares of common stock of P&G that are validly tendered and not
properly withdrawn, as described in further detail in the Prospectus of Galleria
Company, dated September 1, 2016 (the “Prospectus”).
As promptly as practicable
following completion of the exchange offer and, if the exchange offer is
completed but is not fully subscribed, a subsequent pro rata dividend of all
remaining shares of Galleria Company common stock to the remaining P&G
shareholders, a wholly owned subsidiary of Coty Inc. (“Coty”) will merge with
and into Galleria Company, with Galleria Company surviving the merger and
becoming a wholly owned subsidiary of Coty (the “Merger”). Accordingly, shares
of Galleria Company common stock will not be transferred to participants in the
exchange offer; such participants will instead receive shares of Coty’s Class A
common stock in the Merger. No trading
market currently exists or will ever exist for shares of Galleria Company common
stock.
The value of P&G common
stock and Coty Class A common stock will be determined by P&G by reference to
the simple arithmetic average of the daily volume-weighted average price
(“VWAP”) of P&G common stock and Coty Class A common stock over a three-business
day period (the “Averaging Period”) ending on and including the second trading
day preceding the expiration date of the exchange offer.
Based on an expiration date of September 29, 2016, the
three days of the Averaging Period are currently expected to be September 23, 2016, September 26, 2016 and September 27, 2016.
P&G will provide on this website the daily VWAPs of P&G common stock and Coty
Class A common stock, together with indicative calculated per-share values for
shares of P&G common stock and Coty Class A common stock, the indicative
exchange ratio, and whether the upper limit is in effect, for each of the
trading days that the exchange offer is open.
The information on this website
is being provided solely in connection with the exchange offer and should not be
used for any other purpose. You should refer to the Prospectus for important
information about the exchange offer. A copy of the Prospectus, which includes a
“Questions and Answers About the Exchange Offer and the Transactions” section
beginning at page 6, and other related information
are available through the links below.
Forward-Looking Statements
Statements on this page
that are not strictly historical, including statements regarding the anticipated
timing and terms of the transactions and any other statements regarding events
or developments that P&G believes or anticipates will or may occur in the
future, are “forward-looking” statements within the meaning of the federal
securities laws. There are a number of important risks and uncertainties that
could cause actual results, developments and business decisions to differ
materially from those suggested or indicated by such forward-looking statements
and you should not place undue reliance on any such forward-looking statements.
These risks and uncertainties include, among other things, the ability of P&G
and Coty to satisfy the conditions to the transactions on a timely basis, the
parties’ ability to complete the transactions on the anticipated terms and
schedule, including the anticipated tax treatment for the transactions, the risk
that the transactions will harm Coty’s business, and the risk of deterioration
of or instability in the business performance of the transferred business or
Coty, of their respective served markets or in the general economy. Additional
information regarding the factors that may cause actual results to differ
materially from these forward-looking statements is available in the Prospectus.
These forward-looking statements speak only as of the date
of this release and P&G assumes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
and developments or otherwise. 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 class A 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 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prospectus