Filed by The Procter & Gamble Company
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: The Gillette Company
Commission File No.: 001-00922
Registration No. 333-123309
P&G and GILLETTE
A better promise for the world's consumers.
EDITOR'S NOTE: We are launching this temporary site to house information related
to the P&G/Gillette acquisition. You'll find a link for it on the P&G Inside
page of my.PG.com in the left-hand index under NEWS.
FIELDING THE BEST TEAM
DICK ANTOINE, GLOBAL HUMAN RESOURCES OFFICER
18 MAY 2005
A few weeks ago, a P&G/Gillette Transition Team update outlined the guiding
principles for the integration process. One key principle is fielding the best
team. Completing this work will be a critical factor in the ultimate success of
our future Company.
So what does "fielding the best team" mean?
It means we will create a stronger, more capable organization from the combined
talents of P&G and Gillette. Importantly, we will do this while still building
our current business. We'll do this work in a way that allows us to:
o Maintain continuity of talent in both organizations, at and after the
date of the merger
o Minimize the loss of talent in any part of P&G or Gillette and where
possible, increase the diversity of company talent going forward
o Look for opportunities to integrate Gillette talent within P&G
o Identify and retain employees needed during the transition process
As we move forward with the merger, we will bring "fielding the best team" to
life. Senior leaders from P&G and Gillette are already meeting in "top-to-top"
discussions to focus on the following elements:
1. TRANSFER KEY GILLETTE TALENT INTO P&G'S ORGANIZATION. This will:
o Retain continuity of key leadership and resources to support the
ongoing business
o Provide positions, as appropriate and available, for high
performers, technical masters and institutional knowledge-holders
o Incorporate the best of Gillette, including its unique business
knowledge, technical mastery and culture, into the ongoing
operations of P&G
o Provide Gillette employees and leaders opportunities to learn the
P&G business
2. PLACE A SMALL NUMBER OF P&G EMPLOYEES INTO THE GILLETTE ORGANIZATION.
These people will:
o Learn the Gillette business from Gillette managers
o Foster the transfer of P&G learning and perspectives to Gillette
o Supplement Gillette talent in leadership roles
3. CREATE CAPACITY WITHIN P&G TO ABSORB GILLETTE PEOPLE. To accomplish
this, we will:
o Identify current and anticipated vacancies within P&G, looking
first to fill these positions with Gillette or other P&G employees
before hiring externally
o Identify opportunities for filling gaps in P&G's "bench strength"
by adding Gillette employees and leaders
o Identify positions for which Gillette employees have stronger
qualifications than incumbents
When we announced the proposed merger in January, we estimated there would be
reductions of approximately 6,000 employees, or 4% of the combined workforce of
140,000. These reductions could occur anywhere in the P&G or Gillette
organizations, not just in areas of overlap.
All employees affected by the workforce reduction will be notified as soon as
possible, although much of this work cannot progress until the merger closes.
Also, the staffing work is likely to move forward on different timings based on
organization, function and geography. To the extent possible, employees will be
given another employment option to pursue. Those who will not have positions
within the company will be provided appropriate notice and severance. There will
be no employee-initiated separation program.
Within the next month, we expect to announce those senior Gillette managers who
have accepted roles in the post-merger P&G organization. These managers will, in
turn, work with their P&G colleagues to identify further opportunities to "field
the best team." In addition, our goal is to notify all employees of their
employment status within six months of the closing. This work excludes P&G and
Gillette manufacturing operations. They will continue to follow their normal
staffing processes.
We will work as quickly as possible to minimize the disruptions to employees,
their families and the business. We'll conduct this process in the fairest and
most respectful way possible, and in compliance with all relevant employment
laws, regulations and legal obligations to works councils.
People will always be our most important asset. That`s why our staffing plans
are among the highest-priority integration work. We are committed to finding and
keeping the best talent in every function, operation and geography. By fielding
the best possible team, we will be able to recognize our shared vision of being
the best consumer products company in the world.
# # #
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 on March 14, 2005 with the Securities
and Exchange Commission (Registration No. 333-123309), containing a preliminary
joint proxy statement/prospectus, and Amendment No. 1 and Amendment No. 2 to the
preliminary joint proxy statement/prospectus on April 22, 2005 and May 10, 2005,
respectively. 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
--------------------------------
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.
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. 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 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 Company has chosen to focus; (2) the ability to
successfully execute, manage and integrate key acquisitions and mergers,
including (i) the Domination and Profit Transfer Agreement with Wella, and (ii)
the Company's agreement to merge with The Gillette Company, including obtaining'
the related required shareholder and regulatory approvals; (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 the Company's outsourcing
projects; (7) the ability to successfully manage currency (including currency
issues in volatile countries), debt (including debt related to the Company's
announced plan to repurchase shares of the Company's stock), 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
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 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 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; 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
our most recent 10-K, 10-Q and 8-K reports.