The Procter & Gamble Company has announced the commencement of an exchange offer for the separation of its global fine fragrances, salon professional, cosmetics and retail hair colour businesses, along with select hair styling brands (collectively referred to as “P&G Specialty Beauty Brands”). 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 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.

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