P&G recommends shareholders reject TRC Capital Investment Corporation’s mini-tender offer –

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CINCINNATI–(BUSINESS WIRE)–The Procter & Gamble Company (NYSE:PG) has been notified of an unsolicited “mini-tender offer” by TRC Capital Investment Corporation to purchase up to 1,000,000 shares of shares of the company at a price of $118.63 per share in cash. TRC Capital Investment Corporation’s offer price is approximately 4.54% lower than the closing price of $124.27 of P&G common stock on October 7, 2022, the last trading day before the date of the offer (October 10, 2022). P&G does not approve of TRC Capital Investment Corporation’s offer and recommends that shareholders not tender their shares.

P&G is in no way associated with TRC Capital Investment Corporation or its mini-tender offer.

P&G does not approve of TRC Capital Investment Corporation’s offer and again recommends that shareholders not tender their shares to this unsolicited mini-tender offer because the offer is at a price significantly below the price current P&G stock market and is subject to numerous conditions. In addition, mini-takeover bids, such as that of TRC Capital Investment Corporation, avoid many of the investor protections afforded to larger takeover bids, including the filing of disclosure and disclosure documents. other tender offer documents with the United States Securities and Exchange Commission (SEC). and other procedures required by United States securities laws.

The SEC has issued “Investor Guidance” regarding mini-offer bids, noting that some bidders, by bidding below market prices, “hope they will catch investors off guard if investors do not compare the offer price to the current market price.The SEC notice can be viewed on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.

TRC Capital Investment Corporation has included a condition in the terms of its offer that allows it to terminate the offer if the price of P&G common stock on the New York Stock Exchange falls below the offer price of $118.63. before the offer expires. Unless TRC Capital Investment Corporation waives this condition, P&G common stockholders who tender their shares to the offer will receive a below-market price.

P&G urges common stockholders to obtain current market quotations for their common stock, to consult their broker or financial advisor, and to exercise caution regarding the TRC Capital Investment Corporation’s offer.

P&G recommends that ordinary shareholders who did not respond to TRC Capital Investment Corporation’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 TRC Capital Investment Corporation’s offer materials prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York time. York, November 8. , 2022.

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

P&G requests that a copy of this press release be included with all distributions of materials relating to TRC Capital Investment Corporation’s mini-tender offer.

About Procter & Gamble

P&G serves consumers worldwide with one of the strongest portfolios of trusted, quality leading 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 around the world. Please visit https://www.pg.com for the latest news and information about P&G and its brands. For more P&G news, visit https://www.pg.com/news.

Category: PG-IR

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