Coty Inc. on March 18 said it entered into a stockholders' agreement that could enhance potential returns for shareholders following a bid by JAB Group to raise its stake in the U.S. company to as much as 60%.

In a statement, Coty, based in New York, said it had entered into an agreement with Cottage Holdco BV, an affiliate of Luxembourg investment company JAB Holding Co. Sàrl, and JAB subsidiaries JAB Holdings BV and JAB Cosmetics BV.

Under the terms of the agreement, on completion of the transaction, provisions would allow shareholders who do not tender their Coty shares to Cottage Holdco to benefit from the execution of its strategic plan and to receive a premium in the event of future strategic transactions.

Coty brands include CoverGirl, Max Factor and Rimmel, and it makes fragrances for companies such as Gucci, Calvin Klein and Marc Jacobs. It said a special committee of its board concluded that the offer and the stockholders' agreement were "advisable and in the best interests" of shareholders.

On Feb. 12, Cottage Holdco said it would commence a tender offer to buy up to 150 million class A shares, or about 20% of Coty's shares outstanding, for $11.65 each, or a total of $1.75 billion. Cottage Holdco said a minimum of 50 million shares would need to be tendered for the offer to be implemented.

JAB Group owns more than 40% of the shares in Coty. If the tender is successful, JAB Group's stake will rise to between 47% and 60%.