Outline: Merger between Duracell and Gillette

Opinion of Gillette's Financial advisors

Opinion of Merrill Lynch, Fenner & Smith Incorporated

1) reviewed Duracell's and Gillette's Annual Reports, Forms 10-K and related information for the 3 fiscal years;

2) reviewed information about future prospects of Duracell and Gillette and furnished to management;

3) conducted discussions with members of senior management of Duracell and Gillette concerning the business and prospects of Duracell and Gillette;

4) reviewed historical market prices and trading activity for common stock of both companies and compared them with comparable publicly traded companies

5) compared the results of operations of Duracell with other comparable companies

6) compared the merger financial terms with the financial terms of certain other mergers and acquisitions;

7) considered the pro forma effects on Gillette's capitalization ratios, earnings and cash flows, including pre-tax amounts of synergies expected;

8) reviewed a draft of the merger agreement

 

Financial and Comparative Analysis Performed

  1. Comparable Public Companies Analysis
  2. Discounted Cash Flow Analysis
  3. Comparable Acquisition Analysis
  4. Relative Contribution Analysis
  5. Implied Exchange Ratio
  6. Pro Forma EPS Analyses

 

Fee: $8,000,000

 

Opinion of J.P.Morgan Securities

 

Summary of material financial analyses utilized

  1. Public Trading Multiples Analysis
  2. Selected Transaction Analysis
  3. Discounted Cash Flow Analysis
  4. Pro Forma Merger Analysis
  5. Relative Value Analysis Based on Discounted Cash Flows
  6. Relative Value Analysis Based on Selected Trading Multiples
  7. Contribution Analysis

Fee: $8,000,000

 

Opinion of Duracell's Financial Advisors

Opinion of Morgan Stanley

1) analyzed certain publicly available financial statements and other information on Duracell;

2) analyzed certain publicly available financial statements and other information on Gillette;

3) analyzed certain internal financial statements and operating data concerning Duracell prepared by the management of Duracell;

4) analyzed certain financial projection prepared by management of Duracell;

5) discussed the past and current operations and final condition and the prospects of Duracell with senior executives of Duracell;

6) discussed the past and current operations and final condition and the prospects of Gillette with senior executives of Gillette and analyzed the proforma impact of the merger on Gillette's EPS;

7) reviewed the reported prices and trading activity for Gillette common stock;

8) reviewed the reported prices and trading activity for Duracell common stock;

9) compared the financial performance of Duracell and the prices and trading activity of Duracell common stock with comparable publicly traded companies and their securities;

10) reviewed the financial terms of certain comparable acquisition transactions;

11) discussed with senior executives of both companies their views of strategic rationale and economic benefits of the merger to Gillette;

12) participated in discussions and negotiations among representatives and legal advisors of both companies;

13) reviewed the merger agreement

 

Analysis performed

  1. Public Market Overview
  2. Historical Stock Performance
  3. Comparable Company Trading Analysis
  4. Comparable Precedent Transaction Analysis
  5. Discounted Cash Flow Analysis
  6. Historical Exchange Ratio Analysis
  7. Analysis of Exchange Ratio Implied by Discounted Cash Flow Analysis

Fee: $10,000,000

 

US Federal Income Tax Consequences

No gain or loss will be recognized upon the exchange

Anticipated Accounting Treatment

Qualifies as "Pooling of interests" for accounting and financial reporting purposes.