According to the Complaint, in its SEC filings, Coty Inc. describes itself as a multi-segmented beauty company with market positions in both North America and Europe. Coty maintains strong positions in fragrances, professional salon hair color & styling, and color cosmetics.

On February 12, 2019, Coty announced that JAB Holdings Company ("JAB"), through its affiliate Cottage Holdco, intended to commence an all cash tender offer in which JAB would seek to acquire 150 million shares of Coty common stock at a purchase price of $11.65 per share (the “Tender Offer”).

Coty filed a Schedule 14D-9 Solicitation/Recommendation Statement (the “14D-9”) with the SEC on February 27, 2019, without the recommendation of a Special Committee that had been formed to consider the Tender Offer. On March 18, 2019, Coty amended the 14D-9 (the “14D-9/A”) recommending that Coty’s stockholders tender their shares for the Tender Offer price.

The Complaint alleges that the 14D-9/A is materially false and/or misleading because it fails to disclose certain material projected internal financial information about the Company, relied on by the Individual Defendants to recommend the Tender Offer and certain inputs underlying certain valuation methodologies employed by the Company’s financial advisor in their financial analyses that support the fairness opinions. The Complaint alleges that these omissions render the projected financial disclosures and the summary of the fairness opinion in the 14D-9/A incomplete and/or misleading.

This case was voluntarily dismissed on October 31, 2019.