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.: 333-123309
The following update was posted to The Gillette Company’s internal web site:
Gillette Europe Transition Integration Team
Gillette Group Europe is announcing the appointment of a Com Ops Europe Transition Integration Lead Team following the creation of global Transition Integration Lead Teams by both Gillette and P&G.
The Lead Team will manage the integration work and planning with P&G Europe and manage the contacts between the two companies from a Gillette perspective until the transaction is approved/closed. Gillette and P&G Europe discussions will take place under guidelines and with deliverables dictated by the global teams. Short term focus will be on identification of potential revenue and cost synergies, as well as work on potential overall organization design choices within Com Ops.
The team will be guided by the 5 core principles agreed by the global lead teams, including:
| 1. | Maintain/build P&G and Gillette business momentum | |
| 2. | Field the best team | |
| 3. | Treat people with dignity and respect | |
| 4. | Move quickly, making decisions promptly, objectively and fairly | |
| 5. | Communicate openly and proactively |
Core team members are:
| Ed Lonergan, President Europe | Team Sponsor | |
| Scott O’Hara, SVP Com Ops Europe | Team Leader | |
| Kelly Haecker, VP Finance Europe | Team Member | |
| Kevin Elvidge, VP HR Europe | Team Member | |
| Klaas van Mill, VP Grooming Europe | Team Member | |
| David Woodward, VP CSIG Europe | Team Member |
Team personnel will as well maintain their current core duties. The European Leadership Forum, including Functional Leaders and Hub Vice Presidents will be deeply involved in the work of the core team. Additionally, we will reach out to many of you over the course of the coming months for insights and feedback. In the meantime, we will do our best to regularly update progress.
Ed Lonergan
President, Gillette Europe
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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 2005 annual meeting of shareholders, which was filed with the SEC on March 30, 2005, 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.