Coty Announces Filing of Solicitation/Recommendation Statement on Schedule 14D-9

NEW YORK–(BUSINESS WIRE)–Coty Inc. (the “Company”) (NYSE:COTY) today announced that it has filed
its initial Solicitation/Recommendation Statement on Schedule 14D-9 with
the Securities and Exchange Commission (“SEC”) in connection with the
tender offer (the “Offer”) commenced on February 13, 2019 by Cottage
Holdco B.V. (the “Offeror”), an affiliate of JAB Holding Company S.à
r.l. (“JAB” and, together with the affiliates of JAB (other than the
Company), the “JAB Group”). Pursuant to the Offer, the Offeror would
acquire up to 150 million additional shares of the Company’s Class A
common stock at a price of $11.65 per share in cash.

As previously announced, the Board of Directors of the Company formed a
special committee of disinterested, independent directors (the “Special
Committee”) to evaluate the Offer. The Special Committee has stated that
it is unable to take a position with respect to the Offer at the present
time because it has not yet completed a full and deliberate review and
evaluation of the material terms and provisions of the Offer and the
prospects of the Company with the Special Committee’s financial and
legal advisors.

The Special Committee has engaged Centerview Partners LLC as its
financial advisor and Sidley Austin LLP and Richards, Layton & Finger,
P.A. as its legal advisors. The Special Committee is continuing to
review and evaluate the Offer and expects that after it has completed
its review and evaluation, it will cause the Company to inform
stockholders of the Special Committee’s position, if any, with respect
to the Offer.

The Special Committee requests that stockholders of the Company take no
action and not tender their shares of Class A Common Stock in the Offer
at the current time, and instead defer making a determination of whether
to accept or reject the Offer until stockholders are advised of the
Special Committee’s position or recommendation, if any, with respect to
the Offer.

Important Additional Information
This communication does not
constitute an offer to buy or solicitation of an offer to sell any
securities. The Company has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC. BEFORE MAKING ANY INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These
materials are available free of charge by contacting the Company’s
information agent, Okapi Partners LLC, toll-free at (877) 629-6356 or by
contacting the Company’s Investor Relations Department at 350 Fifth
Avenue, New York, New York 10118 or calling 212-389-7300. In addition,
all of these materials (and all other tender offer documents filed with
the SEC) are available free of charge from the SEC through its website
at www.sec.gov.

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.

Forward-Looking Statements
Certain statements contained in
this press release, including statements relating to the Special
Committee’s evaluation and response to the Offer and other activities,
are forward-looking statements. These forward-looking statements reflect
the Company’s current views with respect to, among other things, its
strategic planning, future actions, including recommendations by the
Special Committee, future operations and financial performance, expected
growth, future M&A or other strategic transactions, its ability to
support its planned business operation on a near- and long-term basis
and its outlook. These forward looking statements are generally
identified by words or phrases, such as “anticipate”, “estimate”,
“plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”,
“will”, “may”, “should,” “outlook,” “continue,” “intend,” “aim” and
similar words or phrases. Reported results should not be considered an
indication of future performance, and actual results may differ
materially from the results predicted due to risks and uncertainties
including:

  • the Company’s ability to develop and achieve its global business
    strategies and the Company’s ability to compete effectively in the
    beauty industry and achieve the benefits contemplated by its strategic
    initiatives within the expected time frame or at all;
  • the Company’s ability to anticipate, gauge and respond to market
    trends and consumer preferences, which may change rapidly, and the
    market acceptance of new products, including any launches or
    relaunches and their associated costs and discounting, and consumer
    receptiveness to the Company’s marketing and consumer engagement
    activities (including digital marketing and media);
  • the Company’s use of estimates and assumptions in preparing its
    financial statements, including with regard to revenue recognition,
    income taxes, the assessment of goodwill, other intangible assets and
    long-lived assets for impairment, the market value of inventory,
    pension expense and the fair value of acquired assets and liabilities
    associated with acquisitions and the fair value of redeemable
    noncontrolling interests;
  • the impact of any future impairments;
  • managerial, integration, operational, regulatory, legal and financial
    risks, including diversion of management attention to and management
    of cash flows, expenses and costs associated with multiple ongoing and
    future strategic initiatives and internal reorganizations
  • the continued integration of the P&G Beauty Business and other recent
    acquisitions with the Company’s business, operations, systems,
    financial data and culture and the ability to realize synergies, avoid
    future supply chain and other business disruptions, reduce costs
    (including through the Company’s cash efficiency initiatives) and
    realize other potential efficiencies and benefits (including through
    the Company’s restructuring initiatives) at the levels and at the
    costs and within the time frames contemplated or at all;
  • increased competition, consolidation among retailers, shifts in
    consumers’ preferred distribution and marketing channels (including to
    digital and luxury channels), distribution and shelf-space resets or
    reductions, compression of go-to-market cycles, changes in product and
    marketing requirements by retailers, reductions in retailer inventory
    levels and order lead-times or changes in purchasing patterns, and
    other changes in the retail, e-commerce and wholesale environment in
    which the Company does business and sell its products and the
    Company’s ability to respond to such changes;
  • the Company’s and its business partners’ and licensors’ abilities to
    obtain, maintain and protect the intellectual property used in the
    Company’s and their respective businesses, protect the Company’s and
    such business partners’ respective reputations, public goodwill, and
    defend claims by third parties for infringement of intellectual
    property rights;
  • any change to the Company’s capital allocation and/or cash management
    priorities;
  • any unanticipated problems, liabilities or other challenges associated
    with an acquired business which could result in increased risk or new,
    unanticipated or unknown liabilities, including with respect to
    environmental, competition and other regulatory, compliance or legal
    matters;
  • the Company’s international operations and joint ventures, including
    enforceability and effectiveness of the Company’s joint venture
    agreements and reputational, compliance, regulatory, economic and
    foreign political risks, including difficulties and costs associated
    with maintaining compliance with a broad variety of complex local and
    international regulations;
  • the Company’s dependence on certain licenses and its ability to renew
    expiring licenses on favorable terms or at all;
  • the Company’s dependence on entities performing outsourced functions,
    including outsourcing of distribution functions, third-party
    manufacturers, logistics and supply chain suppliers, and other
    suppliers, including third-party software providers;
  • administrative, product development and other difficulties in meeting
    the expected timing of market expansions, product launches and
    marketing efforts;
  • global political and/or economic uncertainties, disruptions or major
    regulatory or policy changes, and/or the enforcement thereof that
    affect the Company’s business, financial performance, operations or
    products, including the impact of Brexit, the current U.S.
    administration, the results of elections in European countries and in
    Brazil, changes in the U.S. tax code and recent changes and future
    changes in tariffs, retaliatory or trade protection measures, trade
    policies and other international trade regulations in the U.S. and in
    other regions where the Company operates including the European Union
    and China;
  • currency exchange rate volatility and currency devaluation;
  • the number, type, outcomes (by judgment, order or settlement) and
    costs of current or future legal, compliance, tax, regulatory or
    administrative proceedings, investigations and/or litigation;
  • the Company’s ability to manage seasonal factors and other variability
    and to anticipate future business trends and needs;
  • disruptions in operations and sales, including due to disruptions in
    supply chain, logistics, restructurings and other business alignment
    activities, manufacturing or information technology systems, labor
    disputes, extreme weather and natural disasters, and the impact of
    such disruptions on the Company’s ability to generate profits,
    stabilize or grow revenues or cash flows, comply with its contractual
    obligations and accurately forecast demand and supply needs and/or
    future results, and on the Company’s relationships with licensors and
    retailers and the Company’s in-store execution and product launches
    and promotions;
  • restrictions imposed on the Company through its license agreements,
    credit facilities and senior unsecured bonds or other material
    contracts, the Company’s ability to generate cash flow to repay,
    refinance or recapitalize debt and otherwise comply with its debt
    instruments, and changes in the manner in which the Company finances
    its debt and future capital needs, including access to capital under
    current market conditions;
  • increasing dependency on information technology and the Company’s
    ability to protect against service interruptions, data corruption,
    cyber-based attacks or network security breaches, costs and timing of
    implementation and effectiveness of any upgrades or other changes to
    information technology systems, including the Company’s digital
    transformation initiatives, and the cost of compliance or the
    Company’s failure to comply with any privacy or data security laws
    (including the European Union General Data Protection Regulation (the
    “GDPR”)) or to protect against theft of customer, employee and
    corporate sensitive information;
  • the Company’s ability to attract and retain key personnel and the
    impact of the recent senior management transitions;
  • the distribution and sale by third parties of counterfeit and/or gray
    market versions of the Company’s products;
  • the results of the Company’s ongoing strategic review and the creation
    and revision of its strategic plan;
  • the receipt of regulatory approvals in connection with the Offer and
    the impact of certain amendments to the Offer;
  • business disruptions, litigation, costs and future events related to
    the Offer; and
  • the impact of the Offer on the Company’s relationships with key
    customers and suppliers and certain material contracts.

More information about potential risks and uncertainties that could
affect the Company’s business and financial results is included under
the heading “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2018, subsequent
Quarterly Reports on Form 10-Q and periodic reports the Company has
filed and may file with the SEC from time to time.

All forward-looking statements made in this report are qualified by
these cautionary statements. Undue reliance should not be placed on
these forward-looking statements, which are made only as of the date of
this Statement, and the Company does not undertake any obligation, other
than as may be required by law, to update or revise any forward-looking
or cautionary statements to reflect changes in assumptions, the
occurrence of events, unanticipated or otherwise, or changes in future
operating results over time or otherwise.

Contacts

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

Lisa Kessler, +1 917 348 3373
lisa_kessler@cotyinc.com

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