Procter & Gamble begins stock swap in Coty deal
CINCINNATI — Procter & Gamble announced Thursday its plans for stockholders to exchange its stock for shares in Coty, which has agreed to buy 41 beauty brands from P&G in a deal valued at $12.5 billion.
This represents the next step in the proposed tax-efficient Reverse Morris Trust transaction with Coty Inc. announced on July 9, 2015. In the proposed split-off transaction, P&G will transfer 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. Following completion of the exchange offer, Galleria Co. will merge with a wholly owned subsidiary of Coty and become a wholly owned subsidiary of Coty.
The exchange offer announced Thursday provides P&G shareholders with the opportunity to exchange their shares of P&G common stock for shares of Galleria Co. common stock, which will convert into shares of Coty class A common stock upon completion of the merger. The exchange and the merger are expected to be tax-free to participating P&G shareholders for U.S. federal income tax purposes.
The exchange offer includes several key elements:
- P&G is offering to exchange shares of Galleria Co. common stock for shares of P&G common stock that are validly tendered and not properly withdrawn. Procedures regarding how to tender and withdraw shares will be specified in the exchange offer materials distributed to P&G shareholders.
- P&G shareholders have the opportunity to exchange all, some or none of their shares of P&G common stock for shares of Galleria Co. common stock, subject to proration if the exchange offer is oversubscribed. Each share of Galleria Co. common stock will automatically convert into the right to receive one share of Coty class A common stock upon completion of the merger, which is expected to occur as promptly as practicable following completion of the exchange offer.
- Tendering P&G shareholders are expected to receive approximately $1.075 of Galleria Co. common stock for every $1.00 of P&G common stock tendered and accepted in the exchange offer, subject to an upper limit described below.
- P&G expects to issue 409,726,299 shares of Galleria Co. common stock in the exchange offer. The number of shares of P&G common stock that will be accepted in the exchange offer will depend on the final exchange ratio and the number of shares of P&G common stock tendered and not properly withdrawn.
- The exchange offer and withdrawal rights will expire at 12:00 midnight, Eastern Daylight (New York City) Time, on September 29, 2016, unless extended or terminated.
- Galleria Co. common stock will not be delivered to participants in the exchange offer. Participants will instead receive shares of Coty class A common stock in connection with the merger. No trading market currently exists or will ever exist for shares of Galleria Co. common stock.
ShaveMOB.com expands market reach with acquisition
GOLDEN, Colo. — ShaveMOB.com, an online retailer of razor blades for men and women, has acquired 800Razors, a U.S.-based personal care products company.
ShaveMOB.com says the acquisition will drive further e-commerce growth by expanding the company's customer base and brand equity. 800Razors invested millions of dollars in the development of its brand, creating strong relationships with customers and building a media footprint through partnerships with famous athletes, according to ShaveMOB.com.
"Our entire team is excited to bring 800Razors into the fold. We are confident we can fulfill ShaveMOB.com's brand promise and provide the best value to existing customers with a better shaving experience than they've come to expect, at a fraction of the cost," said Zach Randall, Founder and CEO.
Consumers can continue to order discount razors online directly from ShaveMOB.com and enjoy free shipping on a 2, 6, or 12-month supply delivered to their door – with no membership costs or recurring fees. While ShaveMOB.com does offer its own shaving cream, 800Razors' "Ultimate Shave" line of lotion, soaps, and creams will also allow ShaveMOB.com to offer consumers even more choices related to their shaving experience.
Walgreens’ unveils latest circular design over Labor Day weekend
DEERFIELD, Ill. – Walgreens will be launching a new circular over the Labor Day Weekend that emphasizes the value the drug store operator delivers to consumers and represents a more strategic approach that's fed by rich consumer insights.
"The circular is still one of the core tools [to reach consumers]," Mark Sciortino, VP brand marketing strategy and planning, told Drug Store News during an interview in advance of the new circular. Walgreens' circular averages 16 pages per week, chock full of deals that reach almost 40 million consumers every Sunday. "It's still a useful tool in the curent digital age."
With the new Walgreens circular, prices will be more clear with bigger imagery and "hero shots" that celebrate the products Walgreens carries in its stores. And the new design better exemplifies Walgreens' broader goals, Sciortino added. "We really do believe it's our job to make feeling good easy for the customer," he said. "It's another example of the journey we're on as a company to really put the customer in the driver's seat, get aligned behind the customer and do everything we can to deliver value to their daily lives."
The new circular includes a contemporary design structure that deal seakers will find appealing, Sciortino said. "The deal seaker is a real interesting person," Sciortino said. "They defy socio-economic [demographics]," he said. "It's a group of shoppers who get a lot of pleasure getting a great price on products," he noted.
And manufacturers partnering with Walgreens will have more opportunities to appeal to consumers through solution sets, Sciortino added. "As we get more into different parts of the year, we have manufacturers who want to push a regimen [and] you'll see that come together [in a way] that's much more [impactful] than an individual spot."
And the new circular will benefit from a number of consumer insight drivers, Sciortino added, including the shopper insights gleaned from Walgreens' Balance Rewards program.