Luxembourg / LU. (jab) JAB Holding Company, a global investment firm focused on long-term investing in premium consumer goods and services brands, announced the preliminary results of the previously announced tender offer by its affiliate for 150 million additional shares of Coty Inc. Class A common stock (the «Shares») at a price of USD 11.65 per share in cash. The tender offer expired at 17:00, New York City time, on April 26, 2019 and was not extended. All conditions having been satisfied or waived as of expiration of the tender offer, JAB’s affiliate intends to, pending final proration as described further below, accept for payment 150 million Shares validly tendered pursuant to the tender offer and not properly withdrawn or otherwise delivered pursuant to a Notice of Guaranteed Delivery.
Based on the preliminary tabulation by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 216,929,200 Shares were validly tendered pursuant to the tender offer and not properly withdrawn (excluding all Shares tendered by Notice of Guaranteed Delivery for which certificates have not yet been delivered). In addition, the depositary has advised that Notices of Guaranteed Delivery have been delivered for 144,164,361 Shares.
Because the tender offer was oversubscribed, the number of Shares that JAB’s affiliate will purchase from each tendering stockholder will be prorated to limit the aggregate purchase to 150 million Shares. Based on the preliminary information provided by the depositary, and including all Shares tendered by Notice of Guaranteed Delivery, JAB estimates that the proration factor for the tender offer will be approximately 41.54 percent.
The Shares to be purchased and the proration factor are preliminary and subject to confirmation by the depositary of the proper delivery of Shares tendered (including by Notice of Guaranteed Delivery). The final results of the tender offer, including the final proration factor, will be announced following the expiration of the guaranteed delivery period and completion of the confirmation process.
Payment for Shares accepted for purchase by JAB’s affiliate will be made promptly in accordance with the terms of the tender offer following determination of the final proration factor and taking into account adjustments to avoid purchases of fractional Shares. All Shares tendered in the tender offer but not accepted for purchase will be returned to the tendering stockholders.