MELROSE PARK, Ill., May 6, 2011 /PRNewswire/ -- Alberto Culver Company (NYSE: ACV), a leading manufacturer and marketer of beauty care brands including TRESemme, Alberto VO5, Nexxus, St. Ives, Simple and Noxzema, today announced that Unilever and the U.S. Department of Justice (DOJ) have reached an agreement that will enable Unilever to complete its proposed acquisition of the Alberto Culver Company. Under the terms of the agreement, Unilever will divest the Alberto VO5 brand in the United States from the Alberto Culver portfolio and the Rave brand from the Unilever portfolio. Subject to customary closing conditions, the acquisition is expected to close on or about May 10, 2011.
The Alberto Culver transaction remains subject to regulatory approval in the U.K., Argentina, Honduras, El Salvador and the Isle of Jersey. As such, the relevant businesses will remain competitors in these jurisdictions until the acquisition has been approved by the respective local authorities, which are expected in due course. Where relevant, appropriate arrangements have been put in place in these jurisdictions to allow completion of the global acquisition of the Company.
On September 27, 2010, Alberto Culver entered into a definitive agreement with Unilever pursuant to which Unilever will acquire all of the outstanding shares of Alberto Culver for $37.50 per share in cash. On December 17, 2010, the transaction was approved by Alberto Culver stockholders.
Alberto Culver Company manufactures, distributes and markets leading beauty care and other personal care brands including TRESemme, Alberto VO5, Nexxus, St. Ives, Simple and Noxzema in the United States and internationally. It is also the second largest producer in the U.S. of products for the ethnic hair care market with leading brands including Motions and Soft & Beautiful. Several of its household/grocery brands such as Mrs. Dash and Static Guard are niche category leaders in the U.S.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and assessments of risks and uncertainties and reflect various assumptions concerning anticipated results, which may or may not prove to be correct. Some of the factors relating to the Unilever transaction that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include: the occurrence of any event, effect or change that could give rise to a termination of the Unilever transaction agreement, including, but not limited to, the failure to satisfy certain conditions to complete the transaction, including the receipt of certain regulatory approvals; the outcome of legal proceedings that may be instituted in the future against the Company and/or Unilever in connection with the Unilever transaction agreement; risks that the proposed transaction, prior to closing or if terminated, disrupts current plans and operations and creates potential difficulties in employee retention; and the amount of the costs, fees, expenses and charges related to the Unilever transaction. Other factors not involving the Unilever transaction that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include: the pattern of brand sales; competition within the relevant product markets; loss of one or more key employees; loss of one or more key customers; increases in costs of raw materials; inability of efficiency initiatives to improve the Company's margins; loss of one or more key suppliers or contract packers; inability of the Company to protect its intellectual property; manufacturing and supply chain disruptions; adverse changes in currency exchange rates; special demands by key customers; risks inherent in acquisitions, divestitures and strategic alliances, including, without limitation, undisclosed liabilities and obligations for which the Company may have limited or no recourse; risks inherent in expanding in existing geographic locations and entering new geographic locations; the risk that the expected cost savings related to reorganizations and restructurings may not be realized; the effects of a prolonged United States or global economic downturn or recession; health epidemics; unavailability of raw materials or finished products; the disruption of normal business activities due to the Company's implementation of a new worldwide ERP system; increases in inflation rates; events that negatively affect the intended tax free nature of the distribution of shares of Alberto Culver Company in connection with the separation of the consumer products business from the beauty supply distribution business on November 16, 2006; changes in costs; unanticipated costs and effects of legal or administrative proceedings; adverse weather conditions; and variations in political, economic or other factors such as interest rates, availability of credit, tax changes, legal and regulatory changes or other external factors over which the Company has no control. These forward-looking statements speak only as of the date of this press release, and there is no undertaking to update or revise them as more information becomes available. Additional factors that could cause Alberto Culver's results to differ materially from those described in the forward-looking statements can be found in the Company's 2010 Annual Report on Form 10-K filed on November 23, 2010 with the SEC and available at the SEC's internet site (http://www.sec.gov). In addition, please refer to the documents that the Company files with the SEC on Forms 10-Q and 8-K, which identify and address other important factors that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release.
SOURCE Alberto Culver Company