FTC Issues Request for Additional Information in Procter &
Gamble/Gillette Merger
CINCINNATI, March 22, 2005 /PRNewswire-FirstCall/ --
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 innovative 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(R) 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(R), Tide(R), Ariel(R), Always(R), Whisper(R),
Pantene(R), Bounty(R), Pringles(R), Folgers(R), Charmin(R), Downy(R), Lenor(R),
Iams(R), Crest(R), Actonel(R), Olay(R), Clairol Nice 'n Easy(R), Head &
Shoulders(R), 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.
DATASOURCE: The Procter & Gamble Company
CONTACT: P&G Media, In the US, +1-866-PROCTER, or 1-866-776-2837, or
International, +1-513-945-9087, or Investor Relations, Thomas Tippl of P&G,
+1-513-983-2414; or Gillette Media, Eric Kraus of Gillette, +1-617-421-7194
Web site: http://www.pg.com/