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CINCINNATI — Procter & Gamble Co. has signed a definitive agreement to merge 43 of its beauty care brands with Coty Inc.
With the deal, P&G’s CoverGirl cosmetics will join Coty’s roster of beauty brands.
The companies said Thursday that the $12.5 billion transaction includes P&G’s global salon professional hair care and color, retail hair color, cosmetics, fine fragrances, and select hairstyling businesses.
With the deal, Coty adds Hugo Boss and Gucci to its fragrances offerings and CoverGirl and Max Factor to its cosmetics portfolio. The deal also adds P&G’s Wella and Clairol brands to Coty’s hair coloring business.
The transaction will be conducted as a Reverse Morris Trust, meaning P&G will spin off or split off the business, which will then merge with a Coty subsidiary, the companies said. The arrangement is meant to reduce taxes for the companies’ shareholders.
“This represents a significant step forward in the work to focus our portfolio on 10 categories and 65 brands that best leverage P&G’s core competencies,” P&G chief executive officer A.G. Lafley said in a statement. “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 10 categories to grow and create value as we focus the energy and resources of the company exclusively on them.”
The P&G Beauty Business totaled sales of $5.9 billion in the fiscal year ended June 2014. Coty and the P&G Beauty Business, based on fiscal 2014 results, would have combined annual sales of at least $10 billion on a pro forma basis, or more than double Coty’s revenue for its most recent fiscal year.
“With the beauty talent from both sides and the fantastic portfolio of world-class brands, we have the opportunity to create a highly focused, pure-play leader and challenger in beauty, which can deliver exciting opportunities and benefits for employees, licensors, customers and suppliers,” Coty chairman and interim CEO Bart Becht stated. “There is no question that with the broader offering of leading brands, strong brand support, the development of a better pipeline of innovative products and the much broader geographical reach and scale, Coty will strengthen its competitive position and ability to capitalize on revenue and profit growth opportunities over time.”
Lafley announced last summer that P&G intended to sell more than half of the company’s brands — as many as 100 in all — to focus on the brands that account for 90% of the company’s sales and 95% of its profits. The divestiture would also allow P&G to grow faster and create more value by making it a simpler company that is easier to manage, he said at the time.
Retailers and other industry observers have since speculated about buyers for the P&G businesses and how new owners might reinvigorate P&G’s venerable brands.
“The merger with Coty, a strategic acquirer, will provide an excellent new home for these businesses and brands, as well as for the talented people who are operating them. We look forward to a successful transition, and we will work together to maximize value for the shareholders of both companies,” Lafley said Thursday.
The companies expect the deal to close in the second half of 2016. Coty said that once the transaction is completed, Becht will oversee a management team, including Coty chief financial officer Patrice de Talhouët, together with a broader leadership organization consisting of executives from both businesses. Coty added that its board of directors won’t change as a result of the transaction.
