Procter & Gamble signed an agreement to combine its 43 beauty brands (RMT Brands) with Coty. The deal includes its global salon professional hair care and color, retail hair color, cosmetics, select hair styling brands, and fine fragrance businesses.
Procter & Gamble said the final decision regarding the form of the transaction had not been made. However, the company expects to do a split-off or spin-off transaction.
Currently, Procter & Gamble prefers a Reverse MorrisTrust split-off transaction. Under this type of transaction, its shareholders have the option to participate in an exchange offer. They can exchange their P&G shares for Coty shares. Procter & Gamble shareholders have the option to exchange all, some or none of their shares.
Procter & Gamble would establish a separate entity to hold the RMT Brands if the transaction is executed as a split-merge. The new entity would be transferred to electing P&G shareholders in a tax-efficient transaction, and it would be merged simultaneously with Coty.
Procter & Gamble estimated that the value of the transaction was around $15 billion based on Coty’s current stock price, outstanding shares, and equity grants.
The transaction includes around 413 million shares or 52% of the diluted equity of the newly combined entity, valued at approximately $13.1 billion and the assumption of $1.9 billion debt by the entity holding RMT brands.
According to Procter & Gamble, the assumed debt will vary between $1.9 billion and $3.9 billion, subject ti other contractual valuation adjustments. It would be within the $22.06 to $27.06 per share collar based on the trading price of Coty’s stock before the close of the deal.
Procter & Gamble said the final value of the transaction would be determined at the closing based on Coty’s stock price, outstanding shares, equity grants, and the amount of assumed debt. The company expects to finalize the details of the deal over the next few months, and close the deal in the second half of 2016.
Procter & Gamble CEO says the deal is a significant step forward
In a statement, Procter & Gamble Chairman and CEO AG Lafley said the transaction represents a significant step forward. The company wants to focus on its portfolio on ten categories and 65 brands.
Lafley said, “We have leading global brand positions in these categories, consumer-preferred products and leading brands in the largest markets. These businesses and brands have historically grown faster and have been more profitable than the balance. We expect these ten categories to grow and create value as we focus the energy and resources of the company exclusively on them.”
Lafley added that Coty is a strategic acquirer, and it can provide a new, excellent home for the RMT brands and its employees.