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, along with the slide presentation that was originally filed by The Gillette Company on March 10, 2005 (SEC Accession Number 0000950103-05-000424), were presented at a
Senior Leaders Meeting of The Gillette Company and have subsequently been posted to their internal web site:
The Gillette Company
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Jim Kilts
Senior Leaders Meeting
March 16, 2005
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Today's Agenda
AG Lafley CAGNY Presentation (summary)
Gillette CAGNY Presentation
Ned Guillet -- Transition Integration Update
Q & A
3
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A.G. Lafley
2005 CAGNY Conference
4
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P&G's Great Operating Strength
Over the past three years:
Sales growth in constant dollars has averaged more than 8 percent
- Well above P&G's long-term target of 4-6 percent
5
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P&G's Great Operating Strength
Over the past three years:
Sales growth in constant dollars has averaged more than 8 percent
- Well above P&G's long-term target of 4-6 percent
Organic sales have averaged a 5 percent increase
6
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P&G's Great Operating Strength
Over the past three years:
Sales growth in constant dollars has averaged more than 8 percent
- Well above P&G's long-term target of 4-6 percent
Organic sales have averaged a 5 percent increase
Delivered 3 years of double-digit EPS growth
- 2005 on track for 13-14 per cent growth
7
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P&G's Great Operating Strength
Strong, consistent growth in sales and earnings is the result of strategic
choices that P&G made at the start of this decade
8
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P&G's Great Operating Strength
Strong, consistent growth in sales and earnings is the result of strategic
choices that P&G made at the start of this decade
...choices that reflect their belief in balance and leadership
9
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P&G's Balance ...In Businesses, Customers And Markets
Unique combination of large, steadily growing household businesses
10
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P&G's Balance ...In Businesses, Customers And Markets
Unique combination of large, steadily growing household businesses
Faster-growing, higher-margin health, beauty and personal care businesses
11
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P&G's Balance ...In Businesses, Customers And Markets
In 1998, two-thirds of P&G's business was in household
12
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P&G's Balance ...In Businesses, Customers And Markets
In 1998, two-thirds of P&G's business was in household
Shifted toward a more even balance between household and HBA
13
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Over The Last Three Years, They Have Grown Every One Of Their HBA Businesses
Now account for about 47 percent of total sales
14
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P&G Has Also Focused On Growing Their Billion -Dollar Brands ...
They have 16 billion-dollar brands today...
15
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P&G Has Also Focused On Growing Their Billion -Dollar Brands ...
They have 16 billion-dollar brands today...
...up from 10 just five years ago
16
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P&G Has Also Focused On Growing Their Billion -Dollar Brands ...
They have 16 billion-dollar brands today... ...up from 10 just five years ago
And growth on brands such as Tide, Pampers, Pantene, Olay and Head & Shoulders
has accelerated to double digit rates
17
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P&G Is Also Well Balanced In Their Mix Of Retail Customers
They have strong, strategic relationships with the largest leading retailers
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P&G Is Also Well Balanced In Their Mix Of Retail Customers
They have strong, strategic relationships with the largest leading retailers P&G
volume with its Top 10 retail customers has averaged 7 per cent growth in the
first half of this fiscal year
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P&G Has Great Balance In Their Mix Of Developed And Developing Markets
Northeast Asia, North America and Western Europe are healthy and growing steadily
20
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P&G Has Great Balance In Their Mix Of Developed And Developing Markets
Northeast Asia, North America and Western Europe are healthy and growing
steadily China, Russia, Mexico and Turkey are powerful engines of accelerated
growth
21
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P&G Largest 16 Geographic Markets Represent 80 Percent Of Their Business
Big developed countries such as the US, UK, Japan and Germany
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P&G Largest 16 Geographic Markets Represent 80 Percent Of Their Business
Big developed countries such as the US, UK, Japan and Germany Developing
countries such as China, Russia, Mexico and Turkey
23
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P&G Largest 16 Geographic Markets Represent 80 Percent Of Their Business
Big developed countries such as the US, UK, Japan and Germany Developing
countries such as China, Russia, Mexico and Turkey Top 16 markets increased
volume at 8 percent
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Leadership Is Another Key Element in P&G's Growth Model
P&G's brands are leading innovation in their product categories
25
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Leadership Is Another Key Element in P&G's Growth Model
P&G's brands are leading innovation in their product categories Two-thirds of
P&G sales come from categories where they are #1 in market share
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Leadership Is Another Key Element in P&G's Growth Model
P&G's brands are leading innovation in their product categories Two-thirds of
P&G sales come from categories where they are #1 in market share In addition,
P&G has generated $5 billion in retail sales in categories they didn't compete
in five years ago
27
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28
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Innovation
29
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Innovation
Scale
30
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Innovation
Go To Market Capability
Scale
31
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Branding
Innovation
Go To Market Capability
Scale
32
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Structural Improvements
Branding
Innovation
Go To Market Capability
Scale
33
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Innovation
34
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Connect And Develop Strategy
Links innovation and technologies across businesses, geographies and disciplines
Innovation
Technologies
35
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Connect And Develop Strategy
Links innovation and technologies across businesses, geographies and disciplines
It creates multiple internal linkages
Innovation
Technologies
36
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Connect And Develop Strategy
Links innovation and technologies across businesses, geographies and disciplines
It creates multiple internal linkages And external connections with many quality
innovation partners
Innovation
Technologies
37
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Connect And Develop Strategy
Links innovation and technologies across businesses, geographies and disciplines
It creates multiple internal linkages And external connections with many quality
innovation partners Technology expertise
Innovation
Technologies
38
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Connect And Develop Strategy
Links innovation and technologies across businesses, geographies and disciplines
It creates multiple internal linkages And external connections with many quality
innovation partners Technology expertise Ability to commercialize newly
developed products
Innovation
Technologies
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Leading Brands
40
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Leading Brands
Breakthrough Technologies
41
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Leading Brands
Breakthrough Technologies
Great Design
42
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21 Leading Brands
43
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We Have Complimentary Consumer Knowledge and Technologies ...
In Oral Care... Skin Care... Shaving ... Hair Removal
44
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Two Areas With Strong Potential For Profitable Innovation Are...
Women's Hair Removal
45
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Two Areas With Strong Potential For Profitable Innovation Are...
Women's Hair Removal
$10 Billion
46
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Two Areas With Strong Potential For Profitable Innovation Are...
Women's Hair Removal
$10 Billion
+8%
47
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Two Areas With Strong Potential For Profitable Innovation Are...
Men's Personal Care
48
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Two Areas With Strong Potential For Profitable Innovation Are...
Men's Personal Care
$16 Billion
49
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The Two Companies Have Complimentary Innovation Capabilities In Design
Powerful emotional connections that deliver "wow" experiences for consumers
50
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P&G Scale
51
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Scale Is The Key To Commercializing
Innovation Affordably And Profitably
o Greater cash and cost discipline
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Scale Is The Key To Commercializing
Innovation Affordably And Profitably
o Greater cash and cost discipline
o Deliver superior consumer value
53
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Scale Is The Key To Commercializing
Innovation Affordably And Profitably
o Greater cash and cost discipline
o Deliver superior consumer value
o Strong shareholder value
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P&G The
Gillette
Company
Eliminate $1 billion in
cost through synergies
by Year 3
55
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P&G The
Gillette
Company
o Rigorous strategic, operating and financial discipline
56
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P&G The
Gillette
Company
o Rigorous strategic, operating
and financial discipline
o Constant turnaround mentality
57
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P&G The
Gillette
Company
o Rigorous strategic, operating
and financial discipline
o Constant turnaround mentality
o Focus on continually finding
new ways to do more with less
58
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P&G Go To
Market
Capability
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on
what they do best
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on
what they do best
- Developing deeper local consumer understanding
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on
what they do best
- Developing deeper local consumer understanding
- Better shopper knowledge
62
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on what they do best
- Developing deeper local consumer understanding
- Better shopper knowledge
- Stronger customer partnerships
63
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on
what they do best
- Developing deeper local consumer understanding
- Better shopper knowledge
- Stronger customer partnerships
o Increased capacity to execute with excellence
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on what they do best
- Developing deeper local consumer understanding
- Better shopper knowledge
- Stronger customer partnerships
o Increased capacity to execute with excellence
- Doubled the number of initiatives they are delivering per year
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P&G's Organization Structure Is A
Key Factor
o Market development groups focus exclusively on what they do best
- Developing deeper local consumer understanding
- Better shopper knowledge
- Stronger customer partnerships
o Increased capacity to execute with excellence
- Doubled the number of initiatives they are delivering per year
- New product rollouts accomplished in one year
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Gillette Provides Additional
Opportunities To Improve This Strength
o By bringing additional brands into the P&G line-up
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Gillette Provides Additional Opportunities To Improve This Strength
o By bringing additional
brands into the P&G
line-up
o P&G can distribute
Gillette brands more
deeply and cost-
effectively
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China Is A Good Example...
Shaving
Batteries
Oral Care
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China Is A Good Example...
Shaving Batteries 60
Cities
Oral Care
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China Is A Good Example...
P&G
14 Brands
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China Is A Good Example...
P&G 2,000 Cities
14 Brands 11,000 Towns
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There Are Similar Opportunities In Other
Developed And Developing Markets
Russia
Japan
73
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There Are Similar Opportunities In Other
Developed And Developing Markets
Russia
The
Gillette India
Company Japan
Brazil
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P&G Branding
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They Are Redefining Their Brand
Equities More Broadly...
Pampers stands for baby care
76
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They Are Redefining Their Brand
Equities More Broadly...
Crest stands for healthy smiles
for life...
77
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They Are Redefining Their Brand
Equities More Broadly...
Olay stands for all that is beautiful
in women...
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P&G Is Identifying And Commercializing
A Much Bigger Pipeline Of Innovation...
o Thinking more expansively
about how and where they
reach consumers
79
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Gillette Capabilities Add Significant
Support To All These Activities...
o Innovation...with great
product launch skills and
in-store execution
80
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Gillette Capabilities Add Significant
Support To All These Activities...
o Innovation...with great
product launch skills and
in-store execution
o Gillette brands are
leaders in advantaged
categories
81
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Gillette Capabilities Add Significant
Support To All These Activities...
o Innovation...with great
product launch skills and
in-store execution
o Gillette brands are
leaders in advantaged
categories
o Trade-up abilities keep
these categories growing
with leadership
innovation
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P&G The
Gillette
Company
83
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P&G The
Gillette
Company
o Faster innovation...delivered
affordably and profitably...
84
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P&G The
Gillette
Company
o Faster innovation...delivered
affordably and profitably...
o Deep local knowledge and
strong retail partnerships...
85
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P&G The
Gillette
Company
o Faster innovation...delivered
affordably and profitably...
o Deep local knowledge and
strong retail partnerships...
o Commercialized more
successfully and consistently
86
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P&G The
Gillette
Company
Sustained growth and
superior shareholder
return
87
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P&G
88
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The Brands, Technologies
Gillette and Design
Company
P&G +
89
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The Brands, Technologies
Gillette and Design
Company
P&G + The Synergies and Constant
Gillette Turnaround Mentality
Company
90
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The Brands, Technologies
Gillette and Design
Company
P&G + The Synergies and Constant
Gillette Turnaround Mentality
Company
The Developing Market
Gillette Opportunity and Trade-Up Ability
Company
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The Brands, Technologies
Gillette and Design
Company
P&G + The Synergies and Constant
Gillette Turnaround Mentality
Company
The Developing Market
Gillette Opportunity and Trade-Up Ability
Company
The Marketing Brilliance
Gillette
Company
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And You Get More Wins With Consumers
...on more brands
93
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And You Get More Wins With Consumers
...on more brands
...in more markets
94
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And You Get More Wins With Consumers
...on more brands
...in more markets
...in more aisles
95
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And You Get More Wins With Consumers
...on more brands
...in more markets
...in more aisles
More and Greater Returns for Shareholders
96
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P&G
The
Gillette
Company
97
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P&G 5-7% Sales
Growth
The
Gillette
Company
98
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P&G 5-7% Sales 24-25%
Growth Operating
The Margins
Gillette
Company
99
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P&G 5-7% Sales 24-25% Double Digit
Growth Operating EPS Growth
The Margins
Gillette
Company
100
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P&G The
Gillette
Company
...A great deal for consumers,
customers, employees and shareholders
101
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The Gillette Company
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Analyst Reaction
================================================================================
"P&G and Gillette made a compelling case that both have significant momentum on
their own.
This is a 'game over' combination that will alter the dynamics in key emerging
markets."
B. Pecoriello, Morgan Stanley
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Analyst Reaction
================================================================================
"Gillette presented fabulous numbers!
The presentation crystallized in my mind that the emerging markets opportunities
are too good to ignore and that this merger with P&G is the best way to get at
it. It helped to dig down to the nitty-gritty of the positives of the deal."
Fidelity Management & Research
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Analyst Reaction
================================================================================
"A fantastic review of Gillette's business dynamics that made you want to buy
the stock now! It left me feeling good about the top-line prospects."
Wellington Management Company
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The Gillette Company
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Blank for commercial
New Commercial Reel
3 Spots
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The Gillette Company
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Today's Agenda
================================================================================
o AG Lafley CAGNY Presentation (summary)
o Gillette CAGNY Presentation
o Ned Guillet Transition Integration Update
o Q & A
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The Gillette Company
Ned Guillet
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Today, I Will Cover
================================================================================
o Establishing the Transition Team
o Communication
o Transition Programs and Associate Support
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Today, I Will Cover
================================================================================
o Establishing the Transition Team
o Communication
o Transition Programs and Associate Support
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Establishing The Transition Team
================================================================================
The Gillette Company
Transition Steering Committee
Co-Chair:
Jim Kilts
Members:
Human Resources: Ned Guillet
Commercial Operations: Joe Dooley, Ed Shirley
GTM: Ed DeGraan, Mike Cowhig,
Joe Scalzo
IT@G: Kathy Lane
Finance: Chuck Cramb
Legal: Richard Willard
Strategy & Planning: Peter Klein
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Establishing The Transition Team
================================================================================
o Set overall integration and
transition direction
Gillette Transition o Determine the combined
Steering Committee organization structure
Jim Kilts o Field the best team
Gillette OpCom Members-->
o Ensure alignment and
focus with P&G on what
must get done
o Review and approve
implementation plans
o Monitor progress
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Staff the organization with the best leaders from each company whenever
possible...
starting at the top levels of the organization
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Staff the organization with the best leaders from each company whenever
possible...
starting at the top levels of the organization
o Involve senior management from both companies in top-to-top discussions/plans
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Staff the organization with the best leaders from each company whenever
possible...
starting at the top levels of the organization
o Involve senior management from both companies in top-to-top discussions/plans
o Ensure oversight of the process by senior HR leaders... Dick Antoine and
Ned Guillet
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Ensure discussions are fact-based and driven by:
- Vision for future organizational structure and product lines
- Need for talent upgrades
- Gaps in succession planning
- Existing vacancies
- Anticipated vacancies
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Maintain a focus on diversity ... gender, race, cultural, geographic,
business acumen and experience, etc.
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Fielding The Best Team
================================================================================
We Are Developing A Process With P&G to...
o Maintain a focus on diversity... gender, race, cultural, geographic, business
acumen and experience, etc.
o Move as quickly as possible after the merger is approved
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Today, I Will Cover
================================================================================
o Establishing the Transition Team
o Communication
o Transition Programs and Associate Support
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Communication Will Be Key During This Transition Period
================================================================================
o There will always be speculation... that's because decisions have not
been made
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Communication Will Be Key During This Transition Period
================================================================================
o There will always be speculation... that's because decisions have not
been made
o When decisions are made, we will let you know
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Communication Will Be Key During This Transition Period
================================================================================
o There will always be speculation... that's because decisions have not
been made
o When decisions are made, we will let you know
o What you hear or read from outside sources is not always true!
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Communication Will Be Key During This Transition Period
================================================================================
o There will always be speculation... that's because decisions have not
been made
o When decisions are made, we will let you know
o What you hear or read from outside sources is not always true!
o We have a full communications calendar planned, with weekly updates that will
answer Associates' ongoing questions and provide further information
about P&G
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Communication Will Be Key During This Transition Period
================================================================================
We Will Give You The Facts...
o There will be job losses... about 4 percent of the joint workforce
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Communication Will Be Key During This Transition Period
================================================================================
We Will Give You The Facts...
o There will be job losses... about 4 percent of the joint workforce
o We have created the transition steering team and will hold a kickoff
meeting on April 1st
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Communication Will Be Key During This Transition Period
================================================================================
We Will Give You The Facts...
o There will be job losses ... about 4 percent of the joint workforce
o We have created the transition steering team and will hold a kickoff meeting
on April 1st
o The merger process could take 6-9 months
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Communication Will Be Key During This Transition Period
================================================================================
We Will Give You The Facts...
o There will be job losses... about 4 percent of the joint workforce
o We have created the transition steering team and will hold a kickoff
meeting on April 1st
o The merger process could take 6-9 months
o Gillette shareholders will vote on the merger at a special meeting...
sometime after this year's Annual Meeting on May 12
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Communication Will Be Key During This Transition Period
================================================================================
We Will Give You The Facts...
o There will be job losses... about 4 percent of the joint workforce
o We have created the transition steering team and will hold a kickoff
meeting on April 1st
o The merger process could take 6-9 months
o Gillette shareholders will vote on the merger at a special meeting...
sometime after this year's Annual Meeting on May 12
o Regulatory approval will be the final step in the transaction
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Today, I Will Cover
================================================================================
o Establishing the Transition Team
o Communication
o Transition Programs and Associate Support
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XXTransition Programs and Associate Support
================================================================================
o We have issued guidance to associates and retirees on:
>> Severance
>> Compensation
>> Benefits
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Transition Programs and Associate Support
================================================================================
o We have issued guidance to associates and retirees on:
>> Severance
>> Compensation
>> Benefits
o We have issued five bulletins on various HR issues to associates and retirees
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Transition Programs and Associate Support
================================================================================
o We have issued guidance to associates and retirees on:
>> Severance
>> Compensation
>> Benefits
o We have issued five bulletins on various HR issues to associates and retirees
o We have launched the new Gillette-P&G intranet site on Insight to act as the
focal point for merger information
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Transition Programs and Associate Support
================================================================================
o We have issued guidance to associates and retirees on:
>> Severance
>> Compensation
>> Benefits
o We have issued five bulletins on various HR issues to associates and retirees
o We have launched the new Gillette-P&G intranet site on Insight to act as the
focal point for merger information
o We have provided enhanced Employee Assistance Program (EAP) support
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Transition Programs and Associate Support
================================================================================
o This week, we are launching, in collaboration with RHR International, a new
training program available to all managers globally, entitled...
"Leadership in Times of Organization Change"
that will focus on ...
>> Key leadership skills needed in times of change and uncertainty
>> Maintaining business momentum
>> Retaining and engaging associates
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Transition Programs and Associate Support
================================================================================
o There are many questions to which we do not have answers... yet
|
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Transition Programs and Associate Support
================================================================================
o There are many questions to which we do not have answers... yet
o When we have the answers... we will give them to you
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Transition Programs and Associate Support
================================================================================
o There are many questions to which we do not have answers... yet
o When we have the answers... we will give them to you
o In the meantime our best course of action is to remain focused on achieving
business results and other key objectives
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The Gillette Company
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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. On March 14, 2005, P&G filed with the SEC a registration statement on Form
S-4, including the preliminary joint proxy statement/prospectus constituting a part thereof.
SHAREHOLDERS OF GILLETTE AND SHAREHOLDERS OF P&G ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE, 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.