Published:
The J. M. Smucker Company Announces Date of Special Meeting of Shareholders for the Proposed Merger With The Folgers Coffee Company
ORRVILLE, Ohio, Aug. 28 /PRNewswire-FirstCall/ -- The J. M. Smucker
Company (NYSE: SJM) ("Smucker") announced today that it will hold a special
meeting of its shareholders on Thursday, October 16, 2008, to seek approval of
the issuance of Smucker common shares in the previously announced proposed
merger of The Folgers Coffee Company with a wholly owned subsidiary of The J.
M. Smucker Company and the adoption of amended articles of incorporation of
Smucker in connection with the merger. Shareholders of record at the close of
business on Monday, September 8, 2008, will be entitled to attend and vote at
the special meeting. The Company anticipates that proxy materials relating to
the special meeting of Smucker shareholders will be mailed in mid-September.
In addition to Smucker shareholder approval, closing of the transaction is
also contingent upon various other closing conditions, which will be further
described in the Company's proxy materials relating to the special meeting.
About The J. M. Smucker Company
The J. M. Smucker Company is the leading marketer and manufacturer of
fruit spreads, peanut butter, shortening and oils, ice cream toppings,
sweetened condensed milk, and health and natural foods beverages inNorth
America. Its family of brands includes Smucker's(R), Jif(R), Crisco(R),
Pillsbury(R), Eagle Brand(R), R.W. Knudsen Family(R), Hungry Jack(R), White
Lily(R) and Martha White(R) inthe United States, along with Robin Hood(R),
Five Roses(R), Carnation(R),Europe's Best(R) and Bick's(R) inCanada. The
Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth
and Independence established by its founder and namesake more than a century
ago. Since 1998, the Company has appeared on FORTUNE Magazine's annual
listing of the 100 Best Companies to Work For inthe United States, ranking
number one in 2004. For more information about the Company, visit
www.smuckers.com.
The J. M. Smucker Company is the owner of all trademarks, except Pillsbury
is a trademark of The Pillsbury Company, used under license and Carnation is a
trademark of Societe des Produits Nestle S.A., used under license.
The J. M. Smucker Company Forward-Looking Language
This press release contains forward-looking statements that are subject to
known and unknown risks and uncertainties that could cause actual results to
differ materially from any future results, performance or achievements
expressed or implied by those forward-looking statements. You should
understand that the risks, uncertainties, factors and assumptions listed and
discussed in this press release, including the following important factors and
assumptions, could affect the future results of Smucker following the
transactions between The Procter & Gamble Company ("P&G") and Smucker (the
"Transactions") and could cause actual results to differ materially from those
expressed in the forward-looking statements: (i) volatility of commodity
markets from which raw materials, particularly corn, wheat, soybean oil, milk
and green coffee beans, are procured and the related impact on costs; (ii) the
successful integration of P&G's coffee business (the "Coffee Business") with
Smucker's business, operations and culture and the ability to realize
synergies and other potential benefits of the Transactions within the time
frames currently contemplated; (iii) crude oil price trends and their impact
on transportation, energy, and packaging costs; (iv) the ability to
successfully implement price changes; (v) the success and cost of introducing
new products and the competitive response; (vi) the success and cost of
marketing and sales programs and strategies intended to promote growth in
Smucker's businesses, which will include the Coffee Business after the
completion of the Transactions; (vii) general competitive activity in the
market, including competitors' pricing practices and promotional spending
levels; (viii) the concentration of certain of Smucker's businesses, which
will include the Coffee Business after the completion of the Transactions,
with key customers and the ability to manage and maintain key customer
relationships; (ix) the loss of significant customers or a substantial
reduction in orders from these customers or the bankruptcy of any such
customer; (x) changes in consumer coffee preferences, and other factors
affecting the Coffee Business, which will represent a substantial portion of
Smucker's business after the completion of the Transactions; (xi) the ability
of Smucker and Folgers to obtain any required financing; (xii) the timing and
amount of Smucker's capital expenditures, restructuring, and merger and
integration costs; (xiii) the outcome of current and future tax examinations
and other tax matters, and their related impact on Smucker's tax positions;
(xiv) foreign currency and interest rate fluctuations; (xv) other factors
affecting share prices and capital markets generally; and (xvi) the other
factors described under "Risk Factors" in the registration statements filed by
The Folgers Coffee Company ("Folgers") and Smucker with the Securities and
Exchange Commission and in the other reports and statements filed by Smucker
with the Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K and the preliminary proxy materials prepared in connection
with the Folgers transaction.
You are cautioned not to unduly rely on such forward-looking statements,
which speak only as of the date made, when evaluating the information
presented in this press release. None of Smucker, Folgers, P&G or any of their
respective advisors assumes any obligation to update or revise these forward-
looking statements to reflect new events or circumstances.
Additional Information
Smucker and Folgers have filed registration statements with the U.S.
Securities and Exchange Commission ("SEC") registering the common shares to be
issued to P&G shareholders in connection with the Folgers transaction but
those registration statements have not become effective. Smucker has also
filed a proxy statement with the SEC that will be sent to the shareholders of
Smucker after it has been finalized. Shareholders are urged to read the proxy
statement and the prospectus included in the registration statements and any
other relevant documents when they become available, because they will contain
important information about Smucker, Folgers and the proposed transaction. The
proxy statement, prospectus and other documents relating to the proposed
transaction (when they are available) can be obtained free of charge from the
SEC's website at www.sec.gov. The documents (when they are available) can also
be obtained free of charge from Smucker upon written request to The J. M.
Smucker Company, Shareholder Relations, Strawberry Lane,Orrville, Ohio 44667
or by calling (330) 684-3838, or from P&G upon written request to The Procter
& Gamble Company, Shareholder Services Department, P.O. Box 5572,Cincinnati,
Ohio 45201-5572 or by calling (800) 742-6253.
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. 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 June 27, 2008, and its
definitive proxy statement relating to its 2008 Annual Meeting of Shareholders
filed with the SEC on July 14, 2008. Information about the directors and
executive officers of The Procter & Gamble Company may be found in its 2007
Annual Report on Form 10-K filed with the SEC on August 28, 2007, and its
definitive proxy statement relating to its 2007 Annual Meeting of Shareholders
filed with the SEC on August 28, 2007.
(Logo: http://www.newscom.com/cgi-bin/prnh/20071219/SMUCKERLOGO )
SOURCE J. M. Smucker Company
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