Exhibit 99
P&G
THE PROCTER & GAMBLE COMPANY
NEWS RELEASE One P&G Plaza
Cincinnati, OH 45202
FOR IMMEDIATE RELEASE
WELLA AG AND PROCTER & GAMBLE ENTER INTO A DOMINATION
AND PROFIT TRANSFER AGREEMENT
CINCINNATI, USA, and DARMSTADT, GERMANY - April 26, 2004 - Wella AG
(FSE: WAD) and The Procter & Gamble Holding GmbH & Co Operations oHG (P&G), a
wholly owned subsidiary of The Procter & Gamble Company (NYSE: PG), announced
today they have concluded a domination and profit transfer agreement. The
conclusion of the agreement was approved by Wella AG's Supervisory Board. The
agreement is subject to approval by Wella AG's annual general meeting (AGM).
P&G will gain control of Wella AG as defined under Sections 291 et seq.
of the German Stock Corporation Act (Aktiengesetz; "AktG"), following the
registration of the agreement with the commercial register. Under the agreement,
P&G is entitled to give instructions to the Management Board of Wella AG.
Additionally, profits of Wella AG will be transferred to P&G. As required by
German law, P&G and Wella jointly filed an application to appoint an independent
contract auditor with the German Regional Court in Darmstadt, Germany, on March
1. The court appointed Ernst & Young AG Wirtschaftsprufungsgesellschaft (E&Y).
The decision by P&G to proceed with the domination and profit transfer
agreement process at this time was made in response to a request from Wella AG's
Management Board. The domination and profit transfer agreement will strengthen
collaboration efforts between Wella AG and P&G. This step will make it possible
to provide Wella employees with long-term prospects and continue the already
reliable partnerships with Wella's customers. Following the Wella
Consumer Hair Care licensing agreement with P&G, intended to leverage P&G's core
competencies in this area, Wella will be positioned to fully leverage their
expertise and leadership in their core competency areas within the P&G group.
Therefore, the conclusion of a domination and profit transfer agreement is in
the interest of Wella AG.
The Wella Management Board believes the agreement will ease operational
decision making, improving Wella's ability to respond more effectively to future
market demands. P&G anticipates that the agreement will create greater
efficiency in achieving previously stated business plans and collaboration
synergies. Additionally, the domination and profit transfer agreement will
improve knowledge transfers between the two companies.
As required by German law, P&G will make a cash offer (Barabfindung)
for all outstanding shares to Wella AG minority shareholders. The offer reflects
the assessment of PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft
(PwC) which assists Wella and P&G in determining the cash consideration and the
annual compensation payment (jahrliche Ausgleichszahlung).
The cash offer will amount to Euro 72.86 per share for both ordinary
and preference shares based on the three month average preference share price
preceding this announcement. Due to the extremely limited free float in ordinary
shares and due to a lack of sufficient ordinary share trading volume during the
three months preceding this announcement, a three month ordinary share stock
price average has no relevance in determining the cash offer for ordinary
shares. According to PwC, the enterprise value per share is Euro 69.27 and
therefore clearly below the cash offer for outstanding shares. This enterprise
value per share was determined according to Standard 1 issued by the German
Institute of Auditors (Institut der Wirtschaftsprufer in Deutschland e.V.; IDW
S1).
As an alternative to the cash offer, minority shareholders of Wella AG
have the option to receive a fixed annual compensation payment of Euro 3.81 per
ordinary share and Euro 3.83 per preference share from P&G based on the
prospective profits derived from the enterprise value according to IDW S 1.
The fairness of both the cash offer and the annual compensation payment
to be offered by P&G pursuant to Sections 304 and 305 AktG are under review of
the court appointed auditor, E&Y.
The Wella Management Board will reschedule its AGM from May 13, 2004 to
June 8, 2004 as a result of the agreement announced today. Due to the legally
required notice period and to avoid two subsequent general meetings, this action
is necessary in order to add a shareholder vote on the domination and profit
transfer agreement to the previously announced AGM agenda.
ABOUT WELLA
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 Wella 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
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
98,000 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 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 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) successfully executing, managing and
integrating key acquisitions (including approval of the Domination and Profit
Transfer Agreement with Wella) and completing planned divestitures on expected
timing (including Sunny Delight and Punica), (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 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 successful completion of the company's outsourcing projects; (7) the
ability to successfully manage currency (including currency issues in volatile
countries),interest rate and certain commodity cost exposures; (8) the ability
to manage the continued global political and/or economic uncertainty, especially
in the company's significant geographical markets, as well as any political
and/or economic uncertainty due to terrorist activities; and (9) the ability to
successfully manage increases in the prices of raw materials used to make the
company's products. 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. 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.
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P&G MEDIA CONTACTS:
Global Contact: Mr. Brent Miller, +1.513.983.6974 or
P&G Corporate Media Center
In the U.S.: 1.866.PROCTER or 1.866.776.2837
International: +1.513.945.9087
WELLA MEDIA CONTACT:
Global Contact: Ms. Birgit Klesper, 49.6151.343.440
P&G INVESTOR RELATIONS CONTACT:
Global Contact: Mr. Thomas Tippl, +1.513.983.2414
WELLA INVESTOR RELATIONS CONTACT:
Global Contact: Dr. Dietmar Scheja, +49.6151.34.3876