P&G Recommends Stockholders Reject Third Mini-Tender Offer From Mason Bell LLC

The Procter & Gamble Company (NYSE:PG) has been notified of an unsolicited “mini-tender offer” by Mason Bell LLC to purchase up to 50,000 shares of the Company’s common stock at a price of $106.00 per share in cash. Mason Bell’s offer price is approximately 25.6% lower than the $142.38 closing price of P&G’s common stock on October 23, 2020, the last trading day prior to the date of the offer (October 26, 2020). Mason Bell has previously conducted mini-tender offers for 10,000 and 75,000 shares of the Company’s stock at the same significantly-below-market price. P&G does not endorse Mason Bell’s offer and again recommends shareholders do not tender their shares.

P&G is not associated in any way with Mason Bell LLC or its mini-tender offer.

P&G does not endorse Mason Bell’s offer and again recommends shareholders do not tender their shares in response to this unsolicited mini-tender offer because the offer is at a price significantly below the current market price of P&G’s shares and is subject to numerous conditions. In addition, mini-tender offers, such as this one by Mason Bell, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, 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 advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.

Mason Bell has included a condition in the terms of its offer that permits it to terminate the offer if the price of P&G’s common stock on the New York Stock Exchange decreases below the $106.00 offer price before the offer expires. Unless Mason Bell waives this condition, P&G common stockholders who tender their shares in the offer will receive a below-market price.

P&G urges common stockholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor, and to exercise caution with respect to Mason Bell’s offer.

P&G recommends that common stockholders who have not responded to Mason Bell’s offer take no action. P&G common stockholders who have already tendered their shares may withdraw their shares by providing the written notice described in the Mason Bell offering documents prior to the expiration of the offer, currently scheduled for 8:00 p.m., New York City Time on December 2, 2020.

P&G urges brokers, dealers and other market participants to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

P&G requests that a copy of this news release be included with all distributions of materials relating to Mason Bell’s mini-tender offer.

About Procter & Gamble

P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit http://www.pg.com for the latest news and information about P&G and its brands.

Category: PG-IR

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P&G Media Jennifer Corso [phone]

P&G Investor Relations John Chevalier [phone]