On March 23, 2011, Colgate-Palmolive Company (“Colgate”) announced that Colgate, Colgate-Palmolive Europe Sàrl (“Colgate Europe”), Unilever N.V. and Unilever PLC (together with Unilever N.V., the “Unilever Parents”) entered into a Business and Share Sale and Purchase Agreement, dated as of March 22, 2011 (the “Purchase Agreement”), that provides for, among other things, Colgate Europe to purchase the business of the Sanex personal care brand (the “Business”) from the Unilever Parents and certain of their affiliates (the “Unilever Group”) for an aggregate purchase price of €672,000,000 (the “Purchase”), subject to adjustment for cash and debt, expected to be funded primarily with cash on hand.

          Pursuant to the Purchase Agreement, Colgate Europe will acquire all of the outstanding shares in a French company, a Danish company and a Dutch company each owned by a member of the Unilever Group (collectively, the “Companies”) and the other assets used in the Business held by certain other members of the Unilever Group (the “Purchase”).

          The consummation of the Purchase is subject to the approval of the transaction by the European Commission and the satisfaction of certain customary matters relating to works councils in Europe.

          The Purchase Agreement contains representations and warranties by Unilever Parents (for themselves, on behalf of the entities selling the Companies and on behalf of certain members of the Unilever Group selling business assets), on the one hand, and by Colgate and Colgate Europe, on the other hand, in each case made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules and in an electronic data site, made available in connection with the signing of the Purchase Agreement.

          The Purchase Agreement does not provide for affirmative termination rights for any of the parties to the Purchase Agreement; however, the Purchase Agreement will terminate if the closing conditions are not met or waived within three months from the date of the Purchase Agreement; provided that, at the request of Colgate Europe or the Unilever Parents, the termination date will be extended with the other party’s consent, which consent may not be unreasonably withheld.

          The Purchase Agreement also provides Colgate and Colgate Europe with rights to indemnification, including for pre-closing liabilities and certain liabilities in connection with excluded liabilities.

          Pursuant to the Purchase Agreement, Colgate and the Unilever Parents also agreed to enter into certain commercial agreements upon closing which include a Transitional Services Agreement, providing certain services in various countries for up to six months, and a Supply Agreement, providing supply of certain Sanex products to Colgate Europe for up to two years.

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