FOR IMMEDIATE RELEASE
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PROCTER & GAMBLE ANNOUNCES WELLA TENDER OFFER FINAL RESULTS
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CINCINNATI, USA, and SCHWALBACH, Germany, June 26, 2003 -- The Procter
& Gamble Germany Management GmbH (P&G), a wholly owned subsidiary of The Procter
& Gamble Company (Procter & Gamble) (NYSE:PG), today announced the final results
from the tender offer for Wella AG shares. The additional acceptance period,
required by German law, expired at midnight (Central European Summer Time) on
Friday June 20, 2003.
9,053,768 voting and 10,167,531 preference shares of Wella AG (FSE:WAD)
were tendered. This represents 20.51% and 43.49%, respectively, of each class of
shares, or a total of 28.47% of the registered share capital.
The tendered shares combined with the controlling interest that P&G
secured through its share purchase agreement with the majority shareholders will
bring P&G's total ownership of Wella AG to 79.17% of the total registered share
capital and about 84.9% of the value of the outstanding shares. The value
percentage is based on the tender offer prices, and excludes the treasury shares
held by Wella AG.
Now that the acceptance period is closed, only the appropriate
regulatory approvals are needed for P&G to acquire the shares and to begin
working with Wella management to devise and implement a joint business plan.
Commenting on the close of the acceptance period, Procter & Gamble's
Chief Financial Officer, Clayt Daley, said, "We are quite satisfied with the
success of the tender offer. We look forward to continuing our work with Wella
management and pressing ahead with our business objectives as laid out in the
offer document."
On March 17, 2003, P&G signed an agreement to purchase 77.57% of the
voting shares in Wella AG from its majority shareholders. On March 18, 2003, P&G
announced its decision to launch a tender offer to all shareholders of Wella.
The deal is subject to normal regulatory review and government
approvals in various markets including the European Union and the United States
of America.
ABOUT WELLA
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Founded in 1880, Wella is a leading beauty care company selling its
products in more than 150 countries. The company's three divisions include
professional hair care, retail hair care, and cosmetics and fragrances. Some of
its well-known brands include Wella(R), Koleston(R), Sebastian(R), Graham
Webb(R) and High Hair(R) professional hair care lines; Wellaflex(R),
ShockWaves(R), Ultra Sheen(R), and Vivality(R) consumer retail hair care
products; Gucci(R), Rochas(R), Escada(R) and Montblanc(R) fragrances. For more
information, please visit the website at WWW.WELLA.COM.
ABOUT P&G
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P&G markets a range of well-known beauty and health care brands
including: Pantene(R), Head & Shoulders(R), Olay(R), Clairol Nice`n Easy(R),
Herbal Essences(R), Cover Girl(R), Max Factor(R), Noxzema(R), Old Spice(R), Hugo
Boss(R), Crest(R), Vicks(R), Actonel(R), PUR(R) and more. P&G employs nearly
102,000 people in more than 80 countries. For more information please visit the
website at WWW.PG.COM.
ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS NEWS
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 NEWS 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 ACHIEVEMENT OF EXPECTED SAVINGS
ASSOCIATED WITH THE POTENTIAL INTEGRATION OF WELLA AG'S ORGANIZATION STRUCTURE
INTO P&G; (2) THE ABILITY TO ACHIEVE BUSINESS PLANS, INCLUDING GROWING VOLUME
PROFITABLY, DESPITE HIGH LEVELS OF COMPETITIVE ACTIVITY, ESPECIALLY WITH RESPECT
TO THE PRODUCT CATEGORIES AND GEOGRAPHICAL MARKETS IN WHICH THE COMPANY HAS
CHOSEN TO FOCUS; (3) THE ABILITY TO MANAGE AND MAINTAIN KEY CUSTOMER
RELATIONSHIPS; (4) THE ACHIEVEMENT OF GROWTH IN SIGNIFICANT DEVELOPING MARKETS
SUCH AS CHINA, TURKEY, MEXICO, THE SOUTHERN CONE OF LATIN AMERICA, THE COUNTRIES
OF CENTRAL AND EASTERN EUROPE AND THE COUNTRIES OF SOUTHEAST ASIA; (5) THE
ABILITY TO SUCCESSFULLY MANAGE REGULATORY, TAX AND LEGAL MATTERS, INCLUDING
RESOLUTION OF PENDING MATTERS WITHIN CURRENT ESTIMATES; (6) THE ABILITY TO
SUCCESSFULLY IMPLEMENT, ACHIEVE AND SUSTAIN COST IMPROVEMENT PLANS IN
MANUFACTURING AND OVERHEAD AREAS; (7) THE ABILITY TO SUCCESSFULLY MANAGE
CURRENCY (INCLUDING CURRENCY ISSUES IN LATIN AMERICA), INTEREST RATE AND CERTAIN
COMMODITY COST EXPOSURES; (8) THE ABILITY TO MANAGE THE CONTINUED POLITICAL
AND/OR ECONOMIC UNCERTAINTY IN LATIN AMERICA (INCLUDING VENEZUELA) AND WAR IN
THE MIDDLE EAST, AS WELL AS ANY POLITICAL AND/OR ECONOMIC UNCERTAINTY DUE TO
TERRORIST ACTIVITIES OR WAR (INCLUDING KOREA); AND (9) THE SUCCESSFUL
ACQUISITION, TRANSITION, INTEGRATION, AND OPERATION OF THE WELLA BUSINESS. IF
THE COMPANY'S ASSUMPTIONS AND ESTIMATES ARE INCORRECT OR DO NOT COME TO
FRUITION, OR IF THE COMPANY DOES NOT ACHIEVE ALL OF THESE KEY FACTORS, THEN THE
COMPANY'S ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS MADE HEREIN.
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MEDIA RELATIONS CONTACT:
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P&G Corporate Media Center
In the U.S.: 1.866.PROCTER or 1.866.776.2837
International: +1-513-945-9087
P&G INVESTOR RELATIONS CONTACT:
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John Goodwin, 513-983-2414