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P&G Has Modified Its Stock Swap in Coty Transfer

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Procter & Gamble has set the final exchange ratio of 3.9033 shares of common stock of Galleria Co. for each share of P&G common stock accepted in the exchange offer related to the sale of its global fine fragrance, salon professional, cosmetics and retail hair color businesses to Coty.

As previously reported, this "tax-efficient" Reverse Morris Trust transaction "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."

Each share of Galleria Co. common stock will be converted into the right to receive one share of Coty class A common stock upon completion of the merger.

How it will work: P&G will transfer the assets and liabilities of all but select brands within these businesses to Galleria Co.; following completion of the exchange offer, Galleria Co. will merge with a subsidiary of Coty Inc. and become a wholly owned subsidiary of Coty.

P&G is offering 409,726,299 shares of Galleria Co. common stock for shares of P&G common stock. Based on the final exchange ratio, P&G will accept for exchange a maximum of 104,969,205 shares of P&G common stock in the exchange offer.

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