The P&G Company announced today the preliminary results of its exchange offer for shares of P&G common stock
OREANDA-NEWS. The Procter & Gamble Company (NYSE:PG) announced today the preliminary results of its exchange offer for shares of P&G common stock in connection with the previously announced transaction to separate its global fine fragrances, salon professional, cosmetics and retail hair color businesses, along with select hair styling brands (collectively referred to as “P&G Specialty Beauty Brands”).
In the transaction, P&G transferred the assets and liabilities of P&G Specialty Beauty Brands, other than specified excluded brands, to Galleria Co., a wholly owned subsidiary of P&G created to facilitate the transaction, and Galleria Co. will merge with a subsidiary of Coty Inc. (NYSE:COTY) and become a wholly owned subsidiary of Coty. Upon completion of the merger, each share of Galleria Co. common stock will be converted into the right to receive one share of Coty class A common stock.
The exchange offer expired at 12:00 midnight, Eastern Daylight (New York City) Time, on September 29, 2016. P&G shareholders who tendered their shares of P&G common stock in the exchange offer will receive approximately 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.
Exchange Offer Preliminary Results
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 Co. 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Based on the total number of shares of P&G common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, the exchange offer was oversubscribed by approximately 586,136,443 shares, including shares tendered pursuant to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 Co. 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 Co. common stock are expected to be distributed to P&G shareholders as a pro rata dividend.
About Procter & Gamble
P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide.