UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 10)

 

 

Coty Inc.

(Name of Subject Company)

 

 

Coty Inc.

(Name of Persons Filing Statement)

 

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

222070203

(CUSIP Number of Class of Securities)

Greerson G. McMullen

Chief Legal Officer, General Counsel and Secretary

Coty Inc.

350 Fifth Avenue

New York, New York 10118

(212) 389-7300

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

Copies to:

 

Brian J. Fahrney

Scott R. Williams

Christopher R. Hale

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

(312) 853-7000

  

John H. Butler

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

(212) 839-5300

 

 

 

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Amendment No. 10 (this “ Amendment ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, including pursuant to this Amendment, the “ Schedule 14D-9 ”) originally filed by Coty Inc., a Delaware corporation (the “ Company ”) with the Securities and Exchange Commission (the “ SEC ”) on February 27, 2019. Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used in this Amendment but not defined shall have the meanings specified in the Schedule 14D-9.

 

Item 8.

Additional Information.

The section Entitled “Expiration of the Offer” in Item 8. “Additional Information” is hereby amended and supplemented to include the following sentence :

On May 1, 2019, the Company issued a press release noting the consummation of the Offer and Offeror’s final proration results of the Offer. A copy of the press release is hereby furnished as Exhibit (a)(9) to this Amendment.

 

Item 9.

Materials to be Filed as Exhibits.

Item 9. “Materials to be Filed as Exhibits” is hereby amended and supplemented by adding the following exhibit to the exhibit index :

 

Exhibit No.

 

Document

(a)(9)  

Press Release dated May 1, 2019.

 

 

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Coty Inc.
By:   /s/ Greerson G. McMullen
 

Greerson G. McMullen

Chief Legal Officer, General Counsel and Secretary

Dated: May 1, 2019

Exhibit 99.(a)9

 

LOGO

Coty Inc. Issues Statement Regarding the Final Proration Results and Closing of the Tender Offer by an Affiliate of

JAB Holding Company S.à r.l.

NEW YORK — May 1, 2019 — Coty Inc. (the “Company” or “Coty”) (NYSE: COTY) notes the consummation 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.

As previously announced, the Offer expired at 5:00 P.M., New York City time, on April 26, 2019 (the “Expiration Date”), and was not further extended. The Company has been informed by Offeror that, pursuant to the Offer, Offeror has accepted for payment 150,000,000 Shares validly tendered and not withdrawn prior to the Expiration Date for aggregate consideration of approximately $1,747.5 million.

Offeror has informed the Company that, including Shares delivered pursuant to notices of guaranteed delivery, the total number of Shares validly tendered into the Offer and timely delivered was 336,614,903. Because the Offer was oversubscribed, the number of Shares purchased from each tendering stockholder has been prorated to limit the aggregate number of Shares purchased to 150,000,000. Offeror has informed the Company that the final proration factor for the Offer is 44.56%.

The Company remains a public company and the Shares continue to be listed for trading on the New York Stock Exchange (“NYSE”). As a result of the consummation of the Offer, the previously-announced Stockholders Agreement (the “Stockholders Agreement”) by and among Offeror, JAB Holdings B.V. and JAB Cosmetics B.V. became effective automatically and immediately. Further information regarding the terms of the Stockholders Agreement is available in the Company’s filings with the Securities and Exchange Commission.

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 .

For more information:

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