Warner Chilcott to Buy Procter & Gamble Unit for $3 Billion According to Sources

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CINCINNATI and ARDEE, Ireland, Aug. 24, 2009 /PRNewswire-FirstCall/ -- The Procter & Gamble Company and Warner Chilcott plc today announced an agreement for the sale of P&G's global pharmaceuticals business to Warner Chilcott for an up-front cash payment of $3.1 billion.

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"The acquisition of the P&G pharmaceutical brands and employee talent is a transformational, strategic move for us," said Roger Boissonneault, president and chief executive officer of Warner Chilcott. "The acquisition transforms Warner Chilcott into a global pharmaceutical company, expands our presence in women's healthcare, establishes us in the urology market in advance of the anticipated launch of our erectile dysfunction treatments, and adds gastroenterology therapies to our product portfolio."

McDonald extended special thanks to P&G's pharmaceuticals employees. "These men and women have built a large and profitable global business which has improved millions of lives," he said. "Their welfare was a key consideration in the choice of a buyer. We are deeply grateful to them and are glad they'll be able to continue this work as part of another great company."

The sale of P&G's pharmaceuticals business to Warner Chilcott for a price of $3.1 billion will result in a one-time earnings increase for P&G of approximately $1.4 billion after-tax, or approximately $0.44 per share. P&G also said it expects EPS dilution in the range of $0.10 to $0.12 per share in fiscal year 2010 due to the lost earnings from the business and stranded overhead costs. These figures assume the transaction will close on November 1, 2009. P&G said that annualized EPS dilution would likely be in the range of $0.16 to $0.18 per share. The specific timing for the completion of the transaction will be subject to certain regulatory approvals and other conditions set forth in the purchase agreement. If the actual closing timing differs from the date noted above, there will be adjustments to the sale price, per the agreement between the companies. Updated financial impacts will be provided when the transaction is completed.

Warner Chilcott's legal advisor is Davis Polk & Wardwell, LLP and lead financial advisors are J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. Also advising Warner Chilcott are BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. Procter & Gamble's financial advisor is Goldman Sachs and its legal advisor is Covington & Burling, LLP.

P&G will host a conference call regarding this transaction on Monday, August 24, 2009 beginning at 9:00 a.m. ET. President and Chief Executive Officer Bob McDonald and Chief Financial Officer Jon R. Moeller will discuss the announcement. Media and investors can access the live webcast at www.pg.com/investors. An audio replay will be available for one week following the call and can be accessed by dialing (888) 286-8010 or (617) 801-6888, confirmation code 8633120. The webcast will also be available for replay at www.pg.com/investors.

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in our forward-looking statements may not occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as may be required by law.

About Procter & Gamble

Three billion times a day, P&G brands touch the lives of people around the world. P&G has one of the strongest portfolios of quality, leadership brands in consumer health and wellness, including Align(R), Always(R), Crest(R), Metamucil(R), Oral-B(R), Pepto-Bismol(R), Prilosec OTC(R), Scope(R), Tampax(R), and Vicks(R), in addition to its trusted consumer brands, including Ariel(R), Braun(R), Bounty(R), Charmin(R), Dawn(R), Downy(R), Duracell(R), Gillette(R), Head & Shoulders(R), Iams(R), Lenor(R), Mach3(R), Olay(R), Pantene(R), Pampers(R), Pringles(R), Tide(R), Wella(R), and Whisper(R). The P&G community consists of 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.

SOURCE Procter & Gamble; Warner Chillcott



CONTACT: News Media, Tom Millikin, +1-513-622-1522, or Investors/Analysts,
John Chevalier, +1-513-983-9974, both of Procter & Gamble; or News Media,
Juliane Snowden of Burns McClellan, +1-212-213-0006 ext: 343, or
Investors/Analysts, Rochelle Fuhrmann, +1-973-442-3281, both for Warner
Chilcott

Web site: http://www.pg.com/

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