THE JM SMUCKER COMPANY 
By
The exchange offer is designed to permit P&G shareholders to exchange
their shares of P&G common stock for shares of Folgers common stock at a
discount of 12 percent, with the price of Folgers common stock established by
P&G as described below, subject to a limit of 1.7213 shares of Folgers common
stock per share of P&G common stock. P&G will determine the prices at which
shares of P&G common stock and shares of Folgers common stock will be
exchanged by reference to the simple arithmetic average of the daily
volume-weighted average prices of shares of P&G common stock and Smucker
common shares, respectively, on the New York Stock Exchange during a period of
three consecutive trading days ending on and including the second trading day
preceding the last day of the exchange offer. The final exchange ratio
showing the number of shares of Folgers common stock (which will immediately
be converted, on a one for one basis, into the right to receive Smucker common
shares) that P&G shareholders participating in the exchange offer will receive
for each share of P&G common stock accepted for exchange will be announced by
news release no later than
The exchange is expected to be tax-advantaged to P&G and P&G shareholders
for U.S. federal income tax purposes. The exchange offer will expire at 12:00
midnight,
P&G expects that approximately 63.1 million shares of Folgers common stock will be offered in exchange for shares of P&G common stock. The exchange offer will be subject to proration if it is over-subscribed, and the number of shares of P&G common stock accepted in the exchange offer may be less than the number of shares of P&G common stock tendered.
If the exchange offer is consummated but not fully subscribed, P&G will distribute all of the shares of Folgers common stock it continues to own as a pro rata dividend to all P&G shareholders whose shares of P&G common stock remain outstanding and have not been accepted for exchange in the exchange offer.
Morgan Stanley & Co. Incorporated will serve as the dealer manager for the exchange offer.
About Procter & Gamble
Three billion times a day, P&G brands touch the lives of people around the world. The company has one of the strongest portfolios of trusted, quality, leadership brands, including Pampers(R), Tide(R), Ariel(R), Always(R), Whisper(R), Pantene(R), Mach3(R), Bounty(R), Dawn(R), Gain(R), Pringles(R), Folgers(R), Charmin(R), Downy(R), Lenor(R), Iams(R), Crest(R), Oral-B(R), Actonel(R), Duracell(R), Olay(R), Head & Shoulders(R), Wella(R), Gillette(R), Braun(R) and Fusion(R). The P&G community includes approximately 138,000 employees working in over 80 countries worldwide. Please visit http://www.pg.com for the latest news and in-depth information about P&G and its brands.
Forward-Looking Statements
All statements, other than statements of historical fact included in this release, are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on financial data, market assumptions and business plans available only as of the time the statements are made, which may become out of date or incomplete. P&G assumes no obligation to update any forward-looking statement as a result of new information, future events or other factors. Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from P&G's expectations. In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) the ability to achieve business plans, including with respect to lower income consumers and growing existing sales and volume profitably despite high levels of competitive activity, especially with respect to the product categories and geographical markets (including developing markets) in which P&G has chosen to focus; (2) the ability to successfully execute, manage and integrate key acquisitions and mergers, including (i) the Domination and Profit Transfer Agreement with Wella, and (ii) P&G's merger with The Gillette Company, and to achieve the cost and growth synergies in accordance with the stated goals of these transactions; (3) the ability to manage and maintain key customer relationships; (4) the ability to maintain key manufacturing and supply sources (including sole supplier and plant manufacturing sources); (5) the ability to successfully manage regulatory, tax and legal matters (including product liability, patent, intellectual property, and competition law matters), and to resolve pending matters within current estimates; (6) the ability to successfully implement, achieve and sustain cost improvement plans in manufacturing and overhead areas, including P&G's outsourcing projects; (7) the ability to successfully manage currency (including currency issues in volatile countries), debt, interest rate and commodity cost exposures; (8) the ability to manage continued global political and/or economic uncertainty and disruptions, especially in P&G's significant geographical markets, as well as any political and/or economic uncertainty and disruptions due to terrorist activities; (9) the ability to successfully manage competitive factors, including prices, promotional incentives and trade terms for products; (10) the ability to obtain patents and respond to technological advances attained by competitors and patents granted to competitors; (11) the ability to successfully manage increases in the prices of raw materials used to make P&G's products; (12) the ability to stay close to consumers in an era of increased media fragmentation; (13) the ability to stay on the leading edge of innovation and maintain a positive reputation on our brands; and (14) the ability to successfully separate P&G's coffee business. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to P&G's most recent 10-K, 10-Q and 8-K reports.
Additional Information
Smucker and Folgers have filed registration statements with the U. S.
Securities and Exchange Commission ("SEC") registering the shares of Folgers
common stock and Smucker common shares to be issued to P&G shareholders in
connection with the Folgers transaction. Smucker has also filed a definitive
proxy statement with the SEC that has been sent to the shareholders of Smucker.
In connection with the exchange offer for the shares of common stock of
Folgers, P&G filed on
This communication is not a solicitation of a proxy from any security
holder of Smucker and shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of
securities in any jurisdiction in which such solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended. However, P&G, Smucker and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the directors and
executive officers of The J. M. Smucker Company may be found in its 2008
Annual Report on Form 10-K filed with the SEC on
SOURCE The Procter & Gamble Company
