425
Filed by The Gillette
Company
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed
pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: The Gillette Company
Commission
File No.: 1-00922
The following slides
were used in a presentation to associates of The Gillette Company:
P&G AG Lafley
Chairman, President
and Chief Executive
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The Gillette Company P&G
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Rationale
o This deal makes sense strategically
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Rationale
o This deal makes sense strategically
o We can grow faster together
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Rationale
o This deal makes sense strategically
o We can grow faster together
o We can be more productive and offer better consumer value together
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Rationale
o This deal makes sense strategically
o We can grow faster together
o We can be more productive and offer better consumer value together
o We can collaborate and innovate better and faster together
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Rationale
o This deal makes sense strategically
o We can grow faster together
o We can be more productive and offer better consumer value together
o We can collaborate and innovate better and faster together
o We can create greater scale together
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Local Impact
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Local Impact
o We will do what's right for:
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Local Impact
o We will do what's right for:
- Consumers and customers
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Local Impact
o We will do what's right for:
- Consumers and customers
- Shareholders
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Local Impact
o We will do what's right for:
- Consumers and customers
- Shareholders
- Employees over the long term
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Local Impact
o We will do what's right for:
- Consumers and customers
- Shareholders
- Employees over the long term
o We will maintain a presence in Boston
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Local Impact
o We will do what's right for:
- Consumers and customers
- Shareholders
- Employees over the long term
o We will maintain a presence in Boston
o We will sustain commitment to community service
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Integration Principles
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Integration Principles
o We will field the best team
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Integration Principles
o We will field the best team
o We will communicate openly
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Integration Principles
o We will field the best team
o We will communicate openly
o We will treat every employee with respect
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Gillette and P&G
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Gillette and P&G
o Both improving lives
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Gillette and P&G
o Both improving lives
o Both brand-builders
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
o Both strong retail partners
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
o Both strong retail partners
o Both industry supply chain leaders
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
o Both strong retail partners
o Both industry supply chain leaders
o Both with values
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
o Both strong retail partners
o Both industry supply chain leaders
o Both with values
o Both known for outstanding people
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Gillette and P&G
o Both improving lives
o Both brand-builders
o Both innovators
o Both strong retail partners
o Both industry supply chain leaders
o Both with values
o Both known for outstanding people
o Both world class companies
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P&G
168 Years
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Why Has P&G Endured?
o Purpose-driven and values-led
o Embracing and leading change
o Power of branding and innovation
o Long term growth
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P&G
Improving consumers' everyday lives
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Two Moments of Truth
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P&G Values
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P&G Purpose Gillette Vision
We will provide branded products and The Gillette Company's Vision is to
services of superior quality and value build Total Brand Value by innovating to
that improve the lives of the world's deliver consumer value and customer
consumers. leadership faster, better and more
completely than our competition.
As a result, consumers will reward us
with leadership sales, profit, and value
creation, allowing our people, our
shareholders, and the communities in
which we live and work to prosper.
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P&G Values Gillette Values
ACHIEVEMENT
We are dedicated to the highest
standards of achievement in all areas of
our business. We strive to consistently
exceed the expectations of both external
and internal customers.
INTEGRITY
Mutual respect and ethical behavior are
the basis for our relationships with
colleagues, customers and the community.
Fair practice is the hallmark of the
Company.
COLLABORATION
We work closely together as one global
team to improve the way we do business
every day. We communicate openly and
establish clear accountability for
making decisions, identifying issues and
solutions, and maximizing business
opportunities.
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Leading Change
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Leading Change
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Leading Change
o Brand Management
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Leading Change
o Brand Management
o Category Management
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Leading Change
o Brand Management
o Category Management
o Customer Business Development
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Leading Change
o Brand Management
o Category Management
o Customer Business Development
o Product Supply
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Leading Change
o Brand Management
o Category Management
o Customer Business Development
o Product Supply
o Global Business Services
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Leading Change
o Brand Management
o Category Management
o Customer Business Development
o Product Supply
o Global Business Services
o Employee Benefits
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Leading Change
o Brand Management
o Category Management
o Customer Business Development
o Product Supply
o Global Business Services
o Employee Benefits
o Consumer Marketing
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Branding and Innovation
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P&G Billion-Dollar Brands
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VIDEO
P&G Billion Dollar Brands
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P&G Values Gillette Values
ACHIEVEMENT
We are dedicated to the highest
standards of achievement in all areas of
our business. We strive to consistently
exceed the expectations of both external
and internal customers.
INTEGRITY
Mutual respect and ethical behavior are
the basis for our relationships with
colleagues, customers and the community.
Fair practice is the hallmark of the
Company.
COLLABORATION
We work closely together as one global
team to improve the way we do business
every day. We communicate openly and
establish clear accountability for
making decisions, identifying issues and
solutions, and maximizing business
opportunities.
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Gillette Founders P&G Founders
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Foundation for Success
o Complementary core strengths
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Foundation for Success
o Complementary core strengths
o "Connect and Develop" capability
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Foundation for Success
o Complementary core strengths
o "Connect and Develop" capability
o Consumer understanding
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Foundation for Success
o Complementary core strengths
o "Connect and Develop" capability
o Consumer understanding
o Customer business development and in-store execution
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Greater Scale Advantages
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P&G Organization Structure
Global Business Units (GBUs) Market Development Organizations (MDOs)
Beauty Care
Health, Baby and Family Care
Household
Corporate Functions (CF)
Global Business Services (GBS)
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Global Business Units
Beauty Care
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Global Business Units
Beauty Care
Health, Baby and Family Care
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Global Business Units
Beauty Care
Health, Baby and Family Care
Household
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Global Business Units
o Long-term global strategy
o Consumer understanding
o Brand equity development
o Product innovation/design
o Product sourcing and manufacturing
o New business development
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Market Development Organizations (MDOs)
o North America
o Latin America
o Western Europe
o Central and Eastern Europe, Middle East and Africa
o Greater China
o Northeast Asia
o ASEAN, Australasia & India
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Global Business Services
o Accounting
o Employee benefits
o Payroll
o Order management
o Product logistics
o Systems operations
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Corporate Functions
o Consumer and Market Knowledge
o Customer Business Development
o External Relations
o Finance
o Human Resources
o Information Technology
o Legal
o Marketing
o Product Supply
o Research & Development
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P&G Organization Structure
Global Business Units (GBUs) Market Development Organizations (MDOs)
Beauty Care
Health, Baby and Family Care
Household
Corporate Functions (CF)
Global Business Services (GBS)
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The Gillette Company P&G
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Ravi Chaturvedi
President
Northeast Asia
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Shantanu Khosla
Vice President India and
Personal Health Care
ASEAN, Australasia and India
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Bill Reina
Global and North America Talent Supply
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Carsten Fischer
President Professional Care
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Diane Hirakawa
Vice President Research and Development,
Pet Health and Nutrition
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The Gillette Company P&G
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VIDEO
P&G Touching Lives...
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The Gillette Company P&G
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* * *
FORWARD-LOOKING STATEMENTS
This document includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. Investors are cautioned that such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and
other aspects of the businesses of The Gillette Company (“Gillette”), The Procter & Gamble Company (“P&G”) and the combined company after completion of the proposed transaction are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, the following risks and
uncertainties: those set forth in Gillette’s and P&G’s filings with the Securities and Exchange Commission (“SEC”), the failure to obtain and retain expected synergies from the proposed transaction, failure of Gillette and
P&G stockholders to approve the transaction, delays in obtaining, or adverse conditions contained in, any required regulatory approvals, failure to consummate or delay in consummating the transaction for other reasons, changes in laws or
regulations and other similar factors. Readers are referred to Gillette’s and P&G’s most recent reports filed with the SEC. Gillette and P&G are under no obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future events or otherwise.
Additional Information and Where to Find
It
This filing may be
deemed to be solicitation material in respect of the proposed merger of Gillette
and P&G. In connection with the proposed transaction, a registration statement
on Form S-4 will be filed with the SEC. SHAREHOLDERS OF GILLETTE AND SHAREHOLDERS
OF P&G ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS
THAT WILL BE PART OF THE REGISTRATION STATEMENT,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The final joint proxy statement/prospectus will be mailed to shareholders of
Gillette and shareholders of P&G. Investors and security
holders may obtain a free copy of the disclosure documents (when they are available)
and other documents filed by Gillette and P&G with the Commission at the
Commission’s
website at www.sec.gov, from The Gillette Company,
Prudential Tower, Boston, Massachusetts, 02199-8004, Attention: Office of the
Secretary, or from The Procter & Gamble Company, Investor Relations, P.O.
Box 599, Cincinnati, OH 45201-0599.
Participants in the Solicitation
Gillette, P&G and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from their
respective shareholders in respect of the proposed transactions. Information regarding Gillette’s directors and executive officers is available in Gillette’s proxy statement for its 2004 annual meeting of shareholders, which was filed with
the SEC on April 12, 2004, and information regarding P&G’s directors and executive officers is available in P&G’s proxy statement for its 2004 annual meeting of shareholders, which was filed with the SEC on August 27, 2004.
Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
