UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips 

Rohit Chopra

Rebecca Kelly Slaughter 

Christine S. Wilson

In the Matter of 

The Procter & Gamble Company, 

a corporation 

and 

Billie, Inc., 

a corporation. 

Docket No. 9400 

PUBLIC 

JOINT MOTION TO DISMISS COMPLAINT

Complaint Counsel and Respondents The Procter & Gamble Company (“P&G”) and 

Billie, Inc. (“Billie”) jointly move to dismiss the complaint in the above-captioned matter. On 

January 5, 2021, Respondents publicly announced that they have mutually terminated their 

agreement for P&G to acquire Billie.

As set forth in the attached correspondence, Respondent P&G has withdrawn its HartScott-Rodino Notification and Report Form filed for the proposed acquisition. The complaint is 

now moot.

Accordingly, Complaint Counsel and Respondents respectfully request that the 

Commission dismiss the complaint. A proposed order is attached.

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 1 of 7 | PUBLIC
Dated: January 6, 2021

Respectfully submitted,

s/ Jonathan H. Lasken 

Jonathan H. Lasken 

Senior Trial Counsel 

Federal Trade Commission 

Bureau of Competition 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

Telephone: (202) 326-2064 

jlasken@ftc.gov 

Peter Richman 

Brian Telpner 

Greta Burkholder 

Keitha Clopper 

Clarke T. Edwards 

Megan Henry 

Marc W. Schneider 

Attorneys 

Federal Trade Commission 

Bureau of Competition 

Mergers III Division 

Attorneys for Complaint Counsel 

.

s/ John M. Majoras 

John M. Majoras 

Geoffrey S. Irwin 

Christopher N. Thatch 

David T. Raimer 

Nathaniel Ward 

JONES DAY 

51 Louisiana Avenue, N.W. 

Washington, D.C. 20001-2113 

Telephone: (202) 879-3939 

jmmajoras@jonesday.com 

Kate Wallace 

JONES DAY 

100 High Street, 21st Floor 

Boston, Massachusetts 02110-1781 

Telephone: (617) 960-3939 

kwallace@jonesday.com 

Brandy Hutton Ranjan 

JONES DAY 

325 John H. McConnell Blvd., Suite 600 

Columbus, OH 43215-2673 

Telephone: (614) 281-3838 

branjan@jonesday.com 

Attorneys for Respondent The Procter & Gamble 

Company 

s/ Eric Mahr 

Eric Mahr 

Julie Elmer 

Andrew J. Ewalt 

Daphne Lin 

Tyler Garrett 

FRESHFIELDS BRUCKHAUS DERINGER US LLP 

700 13th Street, N.W., 10th Floor 

Washington, D.C. 20005-3960 

Telephone: (202) 777-4500 

ericmahr@freshfields.com 

Attorneys for Respondent Billie, Inc. 

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 2 of 7 | PUBLIC
In the Matter of 

The Procter & Gamble Company, 

a corporation Docket No. 9400 

and PUBLIC 

Billie, Inc. 

a corporation. 

[PROPOSED] ORDER DISMISSING COMPLAINT

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips 

Rohit Chopra

Rebecca Kelly Slaughter 

Christine S. Wilson

This matter comes before the Commission on Complaint Counsel and Respondents’ Joint 

Motion to Dismiss Complaint. Having considered the motion, it is hereby ORDERED:

The Joint Motion to Dismiss Complaint, dated January 6, 2021, is GRANTED; and 

The complaint is dismissed without prejudice.

By the Commission.

Issued: 

April J. Tabor 

Acting Secretary

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 3 of 7 | PUBLIC
ATTACHMENT 

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 4 of 7 | PUBLIC
51 LOUISIANA AVENUE, N.W. • WASHINGTON, D.C. 20001.2113 

TELEPHONE: +1.202 879.3939 • FACSIMILE: +1.202.626.1700 

Direct Number: (202) 879-5553 

Mhknight@jonesday.com 

January 5, 2021 

Karen E. Berg, Esq. 

Premerger Notification Office 

Bureau of Competition 

Federal Trade Commission 

Constitution Center Building 

400 7th Street, SW 

5th Floor, Room 5301 

Washington, DC 20024 

Re: Premerger Notification concerning the proposed acquisition of certain voting 

securities of Billie, Inc. by The Procter & Gamble Company; Transaction 

Number 2020-0705 

Dear Ms. Berg: 

Please be advised that effective January 5, 2021, The Procter & Gamble Company is 

withdrawing its HSR Premerger Notification that was submitted on February 6, 2020 in 

connection with the above-referenced matter. 

By copy of this letter I am informing the Department of Justice of this withdrawal. 

Please contact me at (202) 879-5553 if you have any questions. 

Very truly yours, 

/s/ Michael H. Knight 

Michael H. Knight 

cc: Department of Justice 

Antitrust Division 

Premerger and Division Statistics Unit 

450 Fifth Street, NW 

Suite 1100 

Washington, DC 20530 

AMSTERDAM  ATL ANTA  BEIJING  BOSTON  BRISBANE  BRUSSELS  CHICAGO  CLEVEL AND  COLUMBUS  DALL AS  DETROIT 

DUBAI  DÜSSELDORF  FRANKFURT  HONG KONG  HOUSTON  IRVINE  LONDON  LOS ANGELES  MADRID  MELBOURNE 

MEXICO CIT Y  MIAMI  MIL AN  MINNEAPOLIS  MOSCOW  MUNICH  NEW YORK  PARIS  PERTH  PITTSBURGH  SAN DIEGO 

SAN FRANCISCO  SÃO PAULO  SAUDI ARABIA  SHANGHAI  SILICON VALLEY  SINGAPORE  SYDNEY  TAIPEI  TOKYO  WASHINGTON 

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 5 of 7 | PUBLIC
CERTIFICATE OF SERVICE

I hereby certify that on January 6, 2021, I filed the foregoing document electronically using the 

FTC’s E-Filing System, which will send notification of such filing to:

April Tabor 

Acting Secretary

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm. H-113 

Washington, DC 20580

The Honorable D. Michael Chappell 

Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Ave., NW, Rm. H-110 

Washington, DC 20580

I also certify that I caused the foregoing document to be served via email to: 

John Majoras 

Jones Day 

51 Louisiana Avenue, N.W. 

Washington, D.C. 20001 

(202) 879-7652 

jmmajoras@jonesday.com 

Counsel for Respondent The Procter & Gamble Company 

Eric Mahr 

Freshfields Bruckhaus Deringer 

700 13th Street, N.W. 

10th Floor 

Washington, D.C. 20005-3960 

(202) 777-4545 

eric.mahr@freshfields.com 

Counsel for Respondent Billie, Inc. 

By: s/ Jonathan H. Lasken 

 Jonathan H. Lasken

Counsel Supporting the Complaint

ElectronicFilings@ftc.gov

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 6 of 7 | PUBLIC
CERTIFICATE FOR ELECTRONIC FILING

I certify that the electronic copy sent to the Secretary of the Commission is a true and correct 

copy of the paper original and that I possess a paper original of the signed document that is 

available for review by the parties and the adjudicator.

January 6, 2021 By: s/ Jonathan H. Lasken 

 Jonathan H. Lasken

PUBLIC FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/6/2021 | OSCAR NO. 600378 | Page 7 of 7 | PUBLIC