P&G Recommends Stockholders Reject Mini-Tender Offer From TRC Capital Investment Corporation

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

P&G is not associated in any way with TRC Capital Investment Corporation or its mini-tender offer.

P&G does not endorse TRC Capital Investment Corporation’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 TRC Capital Investment Corporation, 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.

TRC Capital Investment Corporation 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 $118.63 offer price before the offer expires. Unless TRC Capital Investment Corporation 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 TRC Capital Investment Corporation’s offer.

P&G recommends that common stockholders who have not responded 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 the TRC Capital Investment Corporation offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City Time on November 8, 2022.

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/

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

October 14, 2022