Filed by The Gillette Company
Pursuant
to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to
Rule 14a-6(b) of
the Securities Exchange Act of 1934
Subject Company: The Gillette Company
Commission File
No.: 333-123309
The following presentation was posted to The Gillette Companys
internal web site:
Key Milestones
Acquisition announced 1/28/05
Established a Global Transition Steering Committee
Created a North American Integration Planning Team
Announced high level organizational structure
Announced Fielding the Best Team Process
Announced some Key Leadership Roles
Obtain Gillette & P&G Shareholder approvals July 12th
Obtain antitrust and regulatory agency clearance
Close the transaction
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Global Integration Steering Committee
Leaders
Clayton Daley
Jim Kilts
Members
Dick Antoine Bob McDonald Rob Steele Nancy Swanson John Goodwin
Filippo Passerini Keith Harrison Rick Hughes Gil Cloyd Jim Johnson Gordon Wright
Human Resources MDO/CommOps
Marketing/GBUs Finance
IT/Business Services Supply Chain/Manufacturing Purchasing R&D
Legal Planning/Project Managers
Ned Guillet Joe Dooley Ed Shirley John Darman Chuck Cramb Joe Schena Kathy Lane Mike Cowhig Ed DeGraan Joe Scalzo Richard Willard
Peter Klein
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Charter
Set overall integration and transition direction
Determine, at the highest level, the combined organizational structure
Define Fielding the Best Team
Ensure alignment, focus on priorities and timelines
Review and approve integration plans - sub teams
Monitor progress
Maintain business momentum and success
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Progress
Global Integration Steering Committee has met twice
Made a number of key decisions regarding organizational structure and business process
Integration sub teams have:
Reviewed high level organizational design plans
Validated and confirmed synergy cost targets
Begun to identify growth opportunities
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Key Decisions Made
Overall Integration Approach: Move to P&G system and process unless there is a strong business reason to do otherwise
Created a Gillette GBU lead by Jim Kilts as Vice Chairman
Blades/Razors (Boston, MA)
Duracell (Bethel, CT)
Braun (Kronberg, Germany)
Gillette Oral Care and Personal Care businesses will be combined with P&Gs, locations TBD
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Key Decisions Made
Gillette Commercial Operations will merge with P&Gs to create one Go-to-Market Operation
The combined Company will operate under P&Gs Shared Services model
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Key Appointments Made
Mike Cowhig Appointed President of Global Technical and Manufacturing for Blades & Razors, Batteries and mechanical plaque removal
for both Gillette and P&G
Peter Hoffman Will continue to lead global blade and razor business as President, Global Grooming
Mark Leckie Will continue to lead Duracell and Braun businesses as President, Global Duracell and Braun
Ed Shirley Will continue as President, Commercial Operations International through post closing. Upon completion of the
integration activities he will assume a leadership position in the combined company
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My Role
I will continue as President, Commercial Operations
North America through post closing and integration phase of the merger, reporting to P&G Vice Chairman Bob McDonald
Upon completion of the integration activities I will assume a leadership position in the combined company
I will continue to
Lead our team in delivering on our commitments
Play a leadership role in the integration and development of the future leadership team and structure
Represent this teams great talents and record of performance to P&G management
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North American Integration Planning Team
Sponsors: Rob Steele, Group President, P&G N.A. Joe Dooley, President, Gillette N.A.
Thought leadership is coming from the Core Team:
P&G
Carolyn Tastad V.P. of the Gillette Integration for N.A.
Gillette
Rick Lees Finance
Brad Patrick Human Resources
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Work to Date
Learned about each others businesses:
Organization structures
Go-to-market strategies
Business processes
And importantly how each organizations matrix works
Created the end state vision for organizational structure
Validated and confirmed synergy cost savings
Established organization design principles for future work
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Whats Next
Complete organizational design and build out
Work will kick off tomorrow
Staffing Process will begin once design work is complete
Lastly, map out the transition plan to evolve to the future state
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Early Transition Thoughts
Made excellent progress lot of work ahead of us
Meetings have been very collaborative, energetic, and productive
This is a very different and positive process
Exceptional partnership with our P&G counterparts
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Early Transition Thoughts
P&G has sincere appreciation for Gillettes record of success and strong capabilities
We have a shared vision to be the Best Consumer Products Company in the World
Rooted in our mutual core values
Respect
Trust
Integrity
Ownership
Leadership
Passion for Winning
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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 Gillettes and P&Gs 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 Gillettes and P&Gs 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 May 27, 2005, Gillette filed with the SEC a definitive proxy statement on
Schedule 14A, including the definitive joint proxy statement/prospectus constituting a part thereof. SHAREHOLDERS OF GILLETTE AND SHAREHOLDERS OF P&G ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement/prospectus has been mailed to shareholders of Gillette and
shareholders of P&G. Investors and security holders may obtain a free copy of the disclosure documents and other documents filed by Gillette and P&G with the Commission at the Commissions 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 Gillettes directors and executive officers is available in Gillettes proxy statement for its 2005 annual meeting of shareholders, which was filed with
the SEC on March 30, 2005, and information regarding P&Gs directors and executive officers is available in P&Gs 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 are included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.