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Coty announces board recommendation regarding tender offer by JAB Holding.

Coty announced that it has filed an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in connection with the tender offer commenced on February 13 by Cottage Holdco B.V., an affiliate of JAB Holding Company S.a r.l. Pursuant to the Offer, Cottage would acquire up to 150M shares of the company's Class A common stock at a price of $11.65 per share in cash. The company also announced that it has entered into a Stockholders Agreement with Cottage, JAB Holdings B.V. and JAB Cosmetics B.V. containing provisions that would become effective upon a consummation of the Offer and that are intended to enhance the potential for Coty stockholders following the consummation of the Offer to participate in the potential value creation that could result from company management's execution of its anticipated new strategic plan and to receive a premium for the purchase of their Shares in the event of future strategic transactions involving the company's common equity. As stated in the amendment to Schedule 14D-9 being filed by the company on March 18, which is being disseminated to its stockholders, the previously formed special committee of disinterested, independent directors of the Board of Directors of the company, based, among other things, on its consideration and evaluation of the Offer and the proposed Stockholders Agreement and subject to the terms and conditions thereof, has unanimously determined that the making of the Offer and the execution and delivery of the Stockholders Agreement are advisable and in the best interests of the stockholders of the company. Therefore, the Special Committee recommends that stockholders of the company who, after having considered all of the factors set forth in the "Reasons for the Recommendation" section of the Schedule 14D-9, determine it is in their personal interest to sell all or a portion of their Shares at this time accept the Offer and tender their Shares pursuant to the Offer. As further stated in the Schedule 14D-9, the Board, based upon the determination and recommendation of the Special Committee, has unanimously determined that the making of the Offer and entering into the Stockholders Agreement are advisable and in the best interests of the stockholders of the company and recommends that stockholders of the company who, after having considered all of the factors set forth in the "Reasons for the Recommendation" section of the Schedule 14D-9, determine it is in their personal interest to sell all or a portion of their Shares at this time accept the Offer and tender their shares pursuant to the Offer.

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Publication:The Fly
Date:Mar 18, 2019
Words:429
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