CINCINNATI, July 12, 2005 – Shareholders of The Procter & Gamble
Company (NYSE: PG) today approved combining two of the world’s
leading consumer products companies – P&G and The Gillette
Company. The proposal was overwhelmingly adopted with 96.5%
votes cast in favor, which is the equivalent of 70.3% vote
of the issued and outstanding shares.
Chairman, President and Chief Executive A. G. Lafley said,
“We’re extremely pleased to see shareholders recognize the
value in combining our two companies. The combination will
enable us to leverage each company’s strengths to drive more
consistent and stronger consumer and shareholder value over
the long term.”
Announced Jan. 28, 2005 , the transaction is
valued at $57 billion (USD, based on closing NYSE stock prices
on 1/27/05 ). Gillette shareholders will receive .975 shares
of P&G
common stock for each share of Gillette common stock. P&G
shareholders will continue to own their existing P&G shares.
Once the merger is completed, P&G shareholders will own
approximately 71% of the
combined company and Gillette shareholders will own approximately
29% of the combined company on a fully diluted basis. Shares
of the company will trade on the New York Stock Exchange under
the “PG” symbol.
A closing date will be established once the deal has received
regulatory clearance from the European Union and the U.S.
Federal Trade Commission.
Dividend Declared
In a separate action, the
board of directors declared
a quarterly dividend of twenty-eight cents ($.28) per share
on the common stock and on the Series A and Series B ESOP
convertible Class A preferred stock of the company, payable
on or after Aug. 15, 2005 to shareholders of record at the
close of business on July 22, 2005 . P&G
has been paying dividends
without interruption since incorporation in 1890.
About P&G
Two
billion times a day, P&G brands touch the lives
of people around the world.
The company has one of the
strongest portfolios of trusted, quality, leadership brands,
including Pampers®, Tide®, Ariel®, Always®, Whisper®, Pantene®,
Bounty®, Pringles®, Folgers®, Charmin®, Downy®, Lenor®, Iams®,
Crest®, Actonel®, Olay®, Clairol Nice ‘n Easy®, Head & Shoulders®,
and Wella. The P&G community consists of almost 110,000
employees working in over
80 countries worldwide. Please
visit http://www.pg.com for
the latest news and in-depth
information about P&G and
its brands.
Forward-Looking Statements
All statements, other
than statements of historical fact included in this release,
are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. In addition
to the risks and uncertainties noted in this release, there
are certain factors that could cause actual results to differ
materially from those anticipated by some of the statements
made. These include: (1) the ability to achieve business plans,
including with respect to lower income consumers and growing
existing sales and volume profitably despite high levels of
competitive activity, especially with respect to the product
categories and geographical markets (including developing
markets) in which the company has chosen to focus; (2) the
ability to successfully execute, manage and integrate key
acquisitions and mergers, including (i) the Domination and
Profit Transfer Agreement with Wella, and (ii) the company’s
agreement to merge with The Gillette Company, including obtaining
the related required regulatory approvals; (3) the ability
to manage and maintain key customer relationships; (4) the
ability to maintain key manufacturing and supply sources (including
sole supplier and plant manufacturing sources); (5) the ability
to successfully manage regulatory, tax and legal matters (including
product liability, patent, and other intellectual property
matters), and to resolve pending matters within current estimates;
(6) the ability to successfully implement, achieve and sustain
cost improvement plans in manufacturing and overhead areas,
including the company's outsourcing projects; (7) the ability
to successfully manage currency (including currency issues
in volatile countries), debt (including debt related to the
company’s announced plan to repurchase shares of the company’s
stock), interest rate and certain commodity cost exposures;
(8) the ability to manage the continued global political and/or
economic uncertainty and disruptions, especially in the company's
significant geographical markets, as well as any political
and/or economic uncertainty and disruptions due to terrorist
activities; (9) the ability to successfully manage the pattern
of sales, including the variation in sales volume within periods;
(10) the ability to successfully manage competitive factors,
including prices, promotional incentives and trade terms for
products; (11) the ability to obtain patents and respond to
technological advances attained by competitors and patents
granted to competitors; (12) the ability to successfully manage
increases in the prices of raw materials used to make the
company's products; (13) the ability to stay close to consumers
in an era of increased media fragmentation; and (14) the ability
to stay on the leading edge of innovation. For additional
information concerning factors that could cause actual results
to materially differ from those projected herein, please refer
to our most recent 10-K, 10-Q and 8-K reports.
Additional Information and Where to
Find it
In connection with the proposed merger,
The Procter & Gamble
Company (“P&G”) has filed a registration statement on
Form S-4 on May 26, 2005
with the Securities and Exchange
Commission (Registration No. 333-123309), containing a definitive
joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus and other documents filed by P&G
and The Gillette Company
(“Gillette”) with the Commission
at the Commission’s web site at http://www.sec.gov. Free copies
of the definitive joint proxy statement/prospectus and each
company’s other filings with the Commission may also be obtained
from the respective companies. Free copies of P&G’s filings
may be obtained by directing
a request to P&G Investor
Relations at 513-983-2415.
Free copies of Gillette’s
filings may be obtained by directing a request to Gillette
Investor Relations at 617-421-8127.
This communication shall not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall
there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of
such jurisdiction.
Participants in the Solicitation
P&G,
Gillette and their respective
directors, executive officers and other members of their management
and employees may be soliciting proxies from their respective
stockholders in favor of the merger. Information concerning
persons who may be considered participants in the solicitation
of P&G’s
stockholders under the rules
of the Commission is set
forth in the Proxy Statement filed by P&G with the Commission
on August 27, 2004, and information
concerning persons who may
be considered participants in the solicitation of Gillette’s
stockholders under the rules of the Commission is set forth
in the Proxy Statement filed by Gillette with the Commission
on March 30, 2005.
# # #
Media Contacts:
P&G Corporate Media Center
US Callers :
1-866-PROCTER or 1-866-776-2837
International
Callers + 00 1-513-945-9087
Investor Relations :
Thomas Tippl + 00 1-513-983-2414
