SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 9)
(Name of Subject Company)
(Name of Persons Filing Statement)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Greerson G. McMullen
Chief Legal Officer, General Counsel and Secretary
350 Fifth Avenue
New York, New York 10118
(Name, address, and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
Brian J. Fahrney
Scott R. Williams
Christopher R. Hale
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
John H. Butler
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 9 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, including pursuant to this Amendment, the Schedule 14D-9) originally filed by Coty Inc., a Delaware corporation (the Company) with the Securities and Exchange Commission (the SEC) on February 27, 2019. Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used in this Amendment but not defined shall have the meanings specified in the Schedule 14D-9.
|Item 8.|| |
Item 8. Additional Information is hereby amended and supplemented to include the following:
Expiration of the Offer.
The Company has been informed of the following by Offeror:
At 5:00 P.M., New York City time, on Friday, April 26, 2019 (the Expiration Date), the Offer expired as scheduled and was not further extended. Offeror was advised by Computershare Trust Company, N.A., the depositary for the Offer that, as of the Expiration Date, more than 150,000,000 Shares (excluding all Shares delivered pursuant to Notice of Guaranteed Delivery for which certificates have not yet been delivered) were validly tendered into and not withdrawn from the Offer.
The number of Shares tendered into the Offer satisfies the Minimum Tender Condition. All other conditions to the Offer having been satisfied or waived on April 26, 2019, Offeror intends to, pending final proration as described in the Offer to Purchase, accept for payment 150,000,000 Shares validly tendered into and not withdrawn from the Offer or otherwise delivered pursuant to Notice of Guaranteed Delivery. As the number of Shares validly tendered into the Offer and not withdrawn as of the Expiration Date exceeded the number of Shares subject to the tender offer, proration will apply. Information regarding preliminary and final proration results and other information regarding the consummation of the Offer, including the anticipated date the Offeror will deliver payment for the Shares, should be obtained from Offeror. Immediately following Offerors purchase of the Shares pursuant to the Offer, Offeror and its affiliates will beneficially own approximately 450,908,041 Shares, representing approximately 60% of the issued and outstanding Shares of the Company.
On April 29, 2019, the Company issued a press release announcing the matters described above. A copy of the press release is hereby furnished as Exhibit (a)(8) to this Amendment.
|Item 9.|| |
Materials to be Filed as Exhibits.
Item 9. Materials to be Filed as Exhibits is hereby amended and supplemented by adding the following exhibit to the exhibit index:
|(a)(8)||Press Release dated April 29, 2019.|
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Greerson G. McMullen|
|Chief Legal Officer, General Counsel and Secretary|
Dated: April 29, 2019