Wednesday, February 4, 2004

P&G, Wella shareholders at crossroad

By Cliff Peale
The Cincinnati Enquirer

Minority shareholders in Wella AG complained for more than 12 hours Tuesday about Procter & Gamble Co.'s acquisition and integration plans for their company.

Then P&G, which owns almost all the voting stock, rejected their requests for a special auditor and other measures.

What Reuters news agency described as a "heated, and at times rowdy," meeting in Frankfurt ended with the same set of circumstances as when it started: Holders of "preference shares" who are unhappy with P&G's offer price likely will go to a German court for relief, and P&G will proceed with plans to join Wella with its own global operations.

At stake is the success of P&G's $5.7 billion acquisition - its biggest ever - and its image in markets outside North America that are crucial to its future growth.

P&G owns about 80 percent of total shares and has insisted that it can accomplish all of its business goals without full ownership. The remainder are preference shares, which do not carry voting rights.

P&G, which says it has fulfilled German law, paid the controlling shareholders 92.25 euros a share and has offered 65 euros a share to the minority holders of preference shares. Although the preference shares have no voting rights, they guarantee a dividend.

Holders of the preference shares have argued that P&G cannot fully integrate Wella, because German law requires that any move benefit all Wella shareholders, not just P&G.

At the meeting, Paul Polman, president of P&G's Western European operation, laid out the case for cooperation.

"German company law does not contain any provisions preventing cooperation at arm's length between Wella AG and Procter & Gamble in the mutual interest," Polman said. "Cooperation is to the benefit of both corporations."


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