CINCINNATI, Oct. 16, 2009 /PRNewswire-FirstCall/ -- The Procter & Gamble Company has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation (TRC) made to P&G shareholders to purchase up to 2,000,000 shares of P&G common stock at a price of $54.25 per share. TRC's offer price represents a discount of $2.70 per share, or 4.7 percent, below P&G's closing price of $56.95 on October 7, 2009, the date of the offer. It also represents a discount of $3.19 per share, or 5.5 percent, below P&G's closing price today of $57.44 per share.
P&G recommends that P&G shareholders do not tender their shares because the offer price is below P&G's current share price. If the offer were to expire today, P&G shareholders who tender their shares would lose money, as compared to selling their shares on the open market. P&G urges investors to obtain current market quotations for their shares of P&G common stock, to consult with their financial advisor and to exercise caution with respect to TRC's offer.
Mini-tender offers, such as this one by TRC, are tender offers for less than 5 percent of a company's stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. The SEC has issued an investor alert regarding mini-tender offers, noting that in making the offers at below-market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor alert may be found on the SEC Website at http://www.sec.gov/investor/pubs/minitend.htm.
P&G does not recommend or endorse this unsolicited mini-tender offer, and P&G is not associated in any way with TRC, the mini-tender offer or the offer documentation. P&G shareholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. EST on November 6, 2009.
About Procter & Gamble
Four 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®, Tide®, Ariel®, Always®, Whisper®, Pantene®, Mach3®, Bounty®, Dawn®, Gain®, Pringles®, Charmin®, Downy®, Lenor®, Iams®, Crest®, Oral-B®, Actonel®, Duracell®, Olay®, Head & Shoulders®, Wella®, Gillette®, Braun® and Fusion®. The P&G community includes approximately 135,000 employees working in about 80 countries worldwide. Please visit http://www.pg.com/ for the latest news and in-depth information about P&G and its brands.
Forward-Looking Statements
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. Such statements are based on financial data, market assumptions and business plans available only as of the time the statements are made, which may become out of date or incomplete. We assume no obligation to update any forward-looking statement as a result of new information, future events or other factors. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. 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) the ability to successfully manage ongoing acquisition and divestiture activities to achieve the cost and growth synergies in accordance with the stated goals of these transactions without impacting the delivery of base business objectives; (3) the ability to successfully manage ongoing organizational changes designed to support our growth strategies, while successfully identifying, developing and retaining key employees; (4) the ability to manage and maintain key customer relationships; (5) the ability to maintain key manufacturing and supply sources (including sole supplier and plant manufacturing sources); (6) the ability to successfully manage regulatory, tax and legal requirements and matters (including product liability, patent, intellectual property, competition law matters, and tax policy), and to resolve pending matters within current estimates; (7) the ability to successfully implement, achieve and sustain cost improvement plans in manufacturing and overhead areas, including the Company's outsourcing projects; (8) the ability to successfully manage currency (including currency issues in certain countries, such as Venezuela, China and India), debt, interest rate and commodity cost exposures and significant credit or liquidity issues; (9) the ability to manage continued global political and/or economic uncertainty and disruptions, especially in the Company's significant geographical markets, as well as any political and/or economic uncertainty and disruptions due to a global or regional credit crisis or terrorist and other hostile activities; (10) the ability to successfully manage competitive factors, including prices, promotional incentives and trade terms for 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 Company's products; (13) the ability to stay close to consumers in an era of increased media fragmentation; (14) the ability to stay on the leading edge of innovation and maintain a positive reputation on our brands; and (15) the ability to rely on and maintain key information technology systems. 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.
Procter & Gamble
CONTACT: P&G Media Contact: Paul Fox, +1-513-884-2592; or P&G Investor
Relations Contacts: Mark Erceg, +1-513-983-2414, or John Chevalier,
+1-513-983-9974
Web Site: http://www.pg.com/
