THE PROCTER & GAMBLE COMPANY
One P&G Plaza
Cincinnati, OH 45202
NEWS RELEASE
FOR IMMEDIATE RELEASE
FTC ISSUES REQUEST FOR ADDITIONAL INFORMATION IN PROCTER &
GAMBLE/GILLETTE MERGER
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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
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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
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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
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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
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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
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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.
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P&G MEDIA CONTACTS:
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In the US: 1-866-PROCTER or 1-866-776-2837
International: +1-513-945-9087
GILLETTE MEDIA CONTACT:
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Eric Kraus - 617-421-7194
P&G INVESTOR RELATIONS CONTACT:
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Thomas Tippl - 513-983-2414