Coty announces formation of special committee to consider Jab Holding offer

By

Robin Driver

Published
Feb 16, 2019

The board of directors of US-based cosmetics company Coty Inc. announced on Friday that it has formed a special committee to evaluate the tender offer made by Jab Holding Company on Wednesday, February 13.

 
Jab’s offer would involve the company, owned by the Germany’s billionaire Reimann family, acquiring up to 150 million additional shares of Coty’s Class A common stock at a price of $11.65 per share in cash.
 
Owning a 40% stake in the company, the German conglomerate, which also has stakes in Krispy Kreme and Peet’s Coffee, is already Coty’s biggest shareholder. The potential deal, which has been valued at $1.75 billion, would boost the long-term investor’s stake to 60%.

Tasked with appraising the value of the deal for the company’s stockholders, the special committee will be able to decide to recommend that Coty’s board accepts the offer or rejects it, but can also choose to remain neutral.

The committee is made up of impartial, independent directors Sabine Chalmers, Erhard Schoewel and Robert Singer, who will consult with financial and legal advisors in order to come up with their recommendations.
 
As well as being a non-executive director at Coty, Chalmers also serves as group general counsel at BT, having previously served as chief legal and corporate affairs officer and company secretary at Anheuser-Busch InBev from 2008 to 2017.

Schoewel has been Coty’s lead independent director since November of last year, having served on the company’s board since 2006. His prior experience includes a number of executive roles at Reckitt Benckiser PLC and a period spent as interim CEO of Iglo Foods Holdings Limited.
 
Singer joined Coty’s board in 2010 and is currently the chair of the audit and finance committee. Prior to this he was CEO of Italian food company Barilla Holding S.p.A. from 2006 to 2009 but he also has extensive executive experience in the fashion sector, serving as CEO of Abercrombie and Fitch Co. from 2004 to 2005 and CFO of Gucci Group N.V. from 1995 to 2004. He is also a director on the boards of Tiffany & Co. and Jimmy Choo PLC.
 
The special committee’s formal recommendations will be reported to Coty’s stockholders through a filing with the US Securities and Exchange Commission within ten business days of the announcement of Jab’s tender offer.