CINCINNATI , March 22, 2005 – The Procter & Gamble Company
(NYSE:PG) and The Gillette Company (NYSE:G) announced today
that the Federal Trade Commission (FTC) has issued a request
for additional information in connection with its review of
the proposed merger between the two companies. A request of
this nature is typical in a transaction of this size, and
was expected.
The companies plan to respond promptly and continue to believe
that the transaction will close in the Fall of 2005.
Forward-Looking Statements
In
this release, The Procter & Gamble Company (“P&G”)
and The Gillette Company
(“Gillette”) have made forward-looking
statements, as that term
is defined in the Private
Securities Litigation Reform
Act of 1995 (the “Act”),
which are subject to risks
and uncertainties. These
statements are based on the beliefs and assumptions of each
company’s management. Generally, forward-looking statements
include information concerning possible or assumed future
actions, events or results of operations of P&G,
Gillette and the combined
company. Forward-looking
statements specifically include, without
limitation, any information
in this document regarding
projections; efficiencies/cost
avoidance; cost savings;
income and margins; earnings
per share; growth; economies of scale; combined operations;
the economy; future economic performance; conditions to, and
the timetable for, completing the merger; future acquisitions
and dispositions; litigation; potential and contingent
liabilities; management’s
plans; business portfolios; taxes; and merger and integration-related
expenses.
Forward-looking statements may be preceded by, followed
by or include the words “believes,” “expects,” “anticipates,”
“intends,” “plans,” “estimates” or similar expressions. P&G
and Gillette claim the protection of the safe harbor for forward-looking
statements contained in the Act for all forward-looking statements.
Forward-looking statements are not guarantees
of performance. In addition to the risks and uncertainties
noted in this release, there are certain factors that could
affect the future results of P&G and Gillette, and of the combined company after
the completion of the merger, and could cause those results
or other outcomes to differ materially from those expressed
or implied in the forward-looking statements. 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 combined
company has chosen to focus; (2) the ability to successfully
execute, manage and integrate key acquisitions and mergers,
including Wella A.G. (in the case of P&G) and the merger
with Gillette; (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 outsourcing projects; (7) the
ability to successfully manage currency (including currency
issues in volatile countries), debt (including debt related
to P&G’s share repurchase plan), 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 combined 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 its 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 its 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 combined 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 the most recent 10-K, 10-Q and 8-K reports
for each company.
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 with the Securities
and Exchange Commission (Registration No. 333-123309), containing
a preliminary joint proxy statement/prospectus. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when available) 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, once available,
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 617-421-8172.
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 April 12, 2004.
About Gillette
For more than
100 years, The Gillette Company
has transformed nnovative
ideas into consumer products that engender strong and enduring
consumer brand loyalty around the world. Gillette is a leader
in male grooming, a category that includes blades, razors, and
shaving preparations. Gillette also holds a strong position
worldwide in selected female grooming products, such as wet
shaving products and hair epilation devices. In addition, the
company is the world leader in alkaline batteries and is recognized
for its Oral-B ® manual and power toothbrushes. The company
employs nearly 30,000 people globally and
operates 31 manufacturing
plants in 14 countries.
About Procter & Gamble
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.
# # #
P&G Media Contacts:
In
the US : 1-866-PROCTER or 1-866-776-2837
International:
+1-513-945-9087
Gillette Media
Contact:
Eric
Kraus – 617-421-7194
P&G Investor Relations Contact:
Thomas
Tippl – 513-983-2414