BOSTON – The Massachusetts secretary of state is questioning whether Procter & Gamble Co. (PG) is shortchanging Gillette Co. (G) shareholders by paying too little to acquire the famous maker of shaving equipment and batteries. Meanwhile, federal regulators are seeking more information as they review the pending $57 billion deal.
The deal would combine P&G, the maker of Pampers, Crest, Tide and Head & Shoulders, with a company known for razors, Braun electric shavers (search), Oral-B toothbrushes and Duracell batteries.
A finance professor hired by Secretary of State William Galvin to review internal company documents concluded the acquisition could yield as much as $12 billion more in cost-cutting savings from improved efficiency than P&G and Gillette have forecast publicly.
"Some of the statements they have made publicly are at odds with their own figures," Galvin said in a phone interview Tuesday. "This provides further evidence of the lack of value to Gillette shareholders from this transaction."
In response to Galvin's comments, spokesmen for both companies said the price in the deal fairly reflects Gillette's value, as well as the savings expected as the consumer products companies combine operations, cut about 6,000 jobs and increase their clout in the marketplace.
Also on Tuesday, Cincinnati-based P&G and Boston-based Gillette said the Federal Trade Commission (search) requested more information for its review of the deal. The companies said such a request was "typical in a transaction of this size."
Galvin, whose office enforces state securities laws, began reviewing the acquisition days after it was announced on Jan. 28. Galvin hired professor Rajesh Aggarwal of the University of Virginia to review documents obtained from the companies after subpoenas issued by Galvin's office.
P&G and Gillette have publicly forecast savings from the deal of $14 billion to $16 billion. But Aggarwal, citing internal company forecasts, concluded savings could range from $22 billion to $28 billion.
Because of the discrepancy, Galvin said the premium P&G is offering on the value of Gillette shares is too small. He did not suggest what a fair acquisition price would be.
He declined to say when he expects to complete his review. He also has sought records from the companies on job cuts and compensation due to Gillette executives as a result of the deal.
The coming 6,000 job cuts represent about 4 percent of the companies' combined work force of 140,000. Many of the cuts are expected to come at Gillette's headquarters in the 52-story Prudential Tower in Boston.
Gillette spokesman Eric Kraus declined comment on Aggarwal's findings and Galvin's comments, pending the release of a report the company is preparing for regulators that will offer more details on the deal.
But Kraus said Gillette's senior management and board "decided that a combination with P&G had the greatest potential to create significant value for Gillette and its shareholders both in the short term and in the long term."
P&G spokesman Terry Loftus said, "We continue to believe that the valuation is fair for all parties involved." He declined further comment.
The deal, P&G's biggest acquisition in its 167-year history, requires shareholder and regulatory approval. The companies expect the acquisition to close this fall.
P&G stock fell 36 cents to $52.38 on the New York Stock Exchange (search). The stock has traded between $50.53 to $57.40 in the last year.
Gillette stock fell 40 cents to $49.92 on the NYSE. Its 52-week range is between $37.20 and $51.90.