Filed by Alberto-Culver Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Alberto-Culver Company (Commission File No. 1-5050) |
2 2 Howard B. Bernick Howard B. Bernick President and CEO, President and CEO, Alberto-Culver Company Alberto-Culver Company |
3 3 Forward Looking Statements Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Alberto-Culvers management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: risks inherent in acquisitions, divestitures and strategic alliances; the pattern of brand sales; loss of distributorship rights; competition within the relevant product markets; loss of one or more key employees; sales by unauthorized distributors in Alberto-Culver Companys exclusive markets; the effects of a prolonged United States or global economic downturn or recession; changes in costs; the cost and effects of unanticipated legal or administrative proceedings; health epidemics; adverse weather conditions; and variations in political, economic or other factors such as currency exchange rates, inflation rates, interest rates, tax changes, legal and regulatory changes or other external factors over which Alberto-Culver has no control. These forward-looking statements speak only as of the date of this presentation, and there is no undertaking to update or revise them as more information becomes available. Additional factors that could cause Alberto-Culvers results to differ materially from those described in the forward-looking statements can be found in the Companys 2005 Annual Report on Form 10- K, the Current Report on Form 8-K, dated June 20, 2006, and the Current Report on Form 8-K dated June 22, 2006, filed with the SEC and available at the SECs internet site (http://www.sec.gov). |
4 4 Pending Separation Pending Separation |
5 5 $1.4 Billion+ $895 Million+ DISTRIBUTION Alberto-Culver Company Alberto-Culver Company $1.3 Billion+ CONSUMER PRODUCTS |
6 6 Consistent Revenue Growth Consistent Revenue Growth ($ in millions) $822 $3,531 |
7 7 Consistent EPS Growth Consistent EPS Growth (Diluted EPS) $0.35 One Time Gains ($ per share) * Before Non-Core Items $2.37* |
8 8 Alberto-Culver Alberto-Culver FY 06 Nine Months / 3Q Results FY 06 Nine Months / 3Q Results 6.4% 6.0% 15.2% 15.0% 15.6% 16.4% 19.5% 20.2% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% Sales Diluted EPS* Net Earnings* Advertising Nine Months Third Quarter Change vs. Prior Year *Excluding non-core items. |
9 9 1991 1993 1995 1997 1999 2001 2003 2005 Excludes $.01/share special dividend paid in 1993 ($ per share) $0.07 $0.52 Continuous Dividend Increases Continuous Dividend Increases |
10 10 Reasons for the Split
Reasons for the Split
Channel Conflicts Channel Conflicts |
11 11 Metrics of Split Metrics of Split ACV Shareholders will own ACV Shareholders will own approximately 52.5% of the new approximately 52.5% of the new Sally/BSG Sally/BSG Clayton, Dubilier & Rice will Invest Clayton, Dubilier & Rice will Invest $575 Million to Obtain a 47.5% Equity $575 Million to Obtain a 47.5% Equity Stake in Sally/BSG Stake in Sally/BSG Transaction Implies Sally Enterprise Transaction Implies Sally Enterprise Value, Including $1.85 Billion of New Value, Including $1.85 Billion of New Sally Debt, of Approximately $3.0 Sally Debt, of Approximately $3.0 Billion Billion Sally/BSG will be a $2.4 Billion Sally/BSG will be a $2.4 Billion Company Generating Nearly $300 Company Generating Nearly $300 Million in EBITDA Million in EBITDA |
12 12 ACV Holders Receive
ACV Holders Receive
New Share of Consumer Products (100% Ownership) New Share of Sally/BSG (52.5% Ownership) $25 Cash |
13 13 Gary Winterhalter Gary Winterhalter President, President, Sally Beauty Company, Inc. Sally Beauty Company, Inc. |
14 14 FY 2005 Sales (millions) $2,254 6/30/06 Employees +18,000 Stores 3,318 Distributor Sales Consultants +1,200 Beauty Supply Distribution Beauty Supply Distribution |
15 15 Future Opportunities Future Opportunities Accelerated Store Openings Accelerated Store Openings Geographic Expansion Geographic Expansion Acquisitions Acquisitions Stepped-up Advertising Campaign Stepped-up Advertising Campaign |
16 16 V. James Marino V. James Marino President, President, Alberto-Culver Consumer Products Worldwide Alberto-Culver Consumer Products Worldwide |
17 17 Flexible Balance Sheet: Flexible Balance Sheet: New Alberto-Culver New Alberto-Culver 14.6% 37.1% 44.4% 52.5% 54.0% 72.2% 82.1% 87.3% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% ACV CENT CHD CHTT PBH SPC PYX ENR Net Cash of Net Cash of Approximately $50 Million Approximately $50 Million Strong Cash Flows Strong Cash Flows Cash on Hand and Cash on Hand and Borrowing Power to: Borrowing Power to: Pursue Strategic Acquisitions Invest in the Business Pay Dividends Share Repurchases Total Debt / Total Capitalization (1) (1) Latest SEC 10-Q Filing. ACV is Pro-forma (post separation of Consumer and
Sally/BSG). |
18 18 Future Goals Future Goals Mid to High Single Digit Sales Growth Mid to High Single Digit Sales Growth Complemented by Strategic Acquisitions Complemented by Strategic Acquisitions Gradual Margin Expansion Gradual Margin Expansion |
19 19 We believe We believe Companies dont succeed, Companies dont succeed, People Do. People Do. We believe We believe Our success for another 50 years Our success for another 50 years can only come from innovative, can only come from innovative, values-driven team players. values-driven team players. |
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