Procter & Gamble Announces Preliminary Results of Exchange Offer; Closes Folgers Merger With Smucker
In the exchange offer, P&G shareholders had the option to exchange some,none or all of their shares of P&G common stock for shares of Folgers commonstock, which, prior to the merger, was a wholly owned subsidiary of P&G.Following the merger, each share of Folgers common stock automaticallyconverted into the right to receive one Smucker common share.
Exchange Offer Results
Pursuant to the exchange offer, which expired at 12:00 midnight, New YorkCity time, on November 5, 2008, P&G announced that it has accepted 38,652,878shares of P&G common stock for 63,166,532 shares of Folgers common stock.
Based on a preliminary count by the exchange agent, a total of 484,864,100shares of P&G common stock were validly tendered and not withdrawn prior tothe expiration of the exchange offer, including 231,260,800 shares tenderedpursuant to guaranteed delivery procedures. The total shares tendered includesan estimated 487,293 shares of P&G common stock tendered by odd-lotshareholders not subject to proration.
Based on the total number of shares of P&G common stock reported to betendered and not withdrawn prior to the expiration of the exchange offer, thepreliminary proration factor is approximately 7.88%.
P&G will not be able to determine the final proration factor until thedelivery of shares of P&G common stock tendered by guaranteed delivery iscompleted, which P&G expects to be the close of business on November 10, 2008.P&G will publicly announce the final proration factor after it has beendetermined, which may be different from today's preliminary estimate. At thattime, P&G will also announce the exact amount of the after-tax gain from thetransaction.
Because more than 38,652,878 shares of P&G common stock were tendered, allshares of Folgers common stock owned by P&G will be exchanged in the offer,and no shares of Folgers common stock will be distributed as a pro ratadividend.
Morgan Stanley & Co. Incorporated served as the dealer manager for theexchange offer.
Closing of the Folgers Merger
In connection with the exchange offer, P&G also announced the closing ofthe merger of Folgers with Smucker, pursuant to which a Smucker subsidiarymerged with and into Folgers, with Folgers surviving as a wholly ownedsubsidiary of Smucker. The Smucker common shares issued in the Folgers mergerrepresent approximately 53.5 percent of the Smucker common shares that areoutstanding after the merger.
About Procter & Gamble
Three billion times a day, P&G brands touch the lives of people around theworld. 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 138,000employees working in over 80 countries worldwide. Please visithttp://www.pg.com for the latest news and in-depth information about P&G andits brands.
All statements, other than statements of historical fact included in thisrelease, are forward-looking statements, as that term is defined in thePrivate Securities Litigation Reform Act of 1995. Such statements are based onfinancial data, market assumptions and business plans available only as of thetime the statements are made, which may become out of date or incomplete. Weassume no obligation to update any forward-looking statement as a result ofnew information, future events or other factors. Forward-looking statementsare inherently uncertain, and investors must recognize that events coulddiffer significantly from our expectations. In addition to the risks anduncertainties noted in this release, there are certain factors that couldcause actual results to differ materially from those anticipated by some ofthe statements made. These include: (1) the ability to achieve business plans,including with respect to lower income consumers and growing existing salesand volume profitably despite high levels of competitive activity, especiallywith respect to the product categories and geographical markets (includingdeveloping markets) in which the Company has chosen to focus; (2) the abilityto successfully execute, manage and integrate key acquisitions and mergers andto achieve the cost and growth synergies in accordance with the stated goalsof these transactions; (3) the ability to manage and maintain key customerrelationships; (4) the ability to maintain key manufacturing and supplysources (including sole supplier and plant manufacturing sources); (5) theability to successfully manage regulatory, tax and legal matters (includingproduct liability, patent, intellectual property, and competition lawmatters), and to resolve pending matters within current estimates; (6) theability to successfully implement, achieve and sustain cost improvement plansin manufacturing and overhead areas, including the Company's outsourcingprojects; (7) the ability to successfully manage currency (including currencyissues in volatile countries), debt, interest rate and commodity costexposures and significant credit or liquidity issues; (8) the ability tomanage continued global political and/or economic uncertainty and disruptions,especially in the Company's significant geographical markets, as well as anypolitical and/or economic uncertainty and disruptions due to a global orregional credit crisis or terrorist and other hostile activities; (9) theability to successfully manage competitive factors, including prices,promotional incentives and trade terms for products; (10) the ability toobtain patents and respond to technological advances attained by competitorsand patents granted to competitors; (11) the ability to successfully manageincreases in the prices of raw materials used to make the Company's products;(12) the ability to stay close to consumers in an era of increased mediafragmentation; (13) the ability to stay on the leading edge of innovation andmaintain a positive reputation on our brands; and (14) the ability tosuccessfully separate the Company's coffee business. For additionalinformation concerning factors that could cause actual results to materiallydiffer from those projected herein, please refer to our most recent 10-K, 10-Qand 8-K reports.
Smucker and Folgers have filed registration statements with the U. S.Securities and Exchange Commission ("SEC") registering the shares of Folgerscommon stock and Smucker common shares to be issued to P&G shareholders inconnection with the Folgers transaction. In connection with the exchangeoffer for the shares of common stock of Folgers, P&G filed on October 8, 2008a tender offer statement with the SEC. P&G shareholders are urged to read theprospectus included in the registration statements, the tender offer statementand any other relevant documents, because they contain important informationabout Smucker, Folgers and the proposed transaction. The prospectus, tenderoffer statement and other documents relating to the proposed transaction canbe obtained free of charge from the SEC's website at www.sec.gov. Thedocuments can also be obtained free of charge from P&G upon written request toThe Procter and Gamble Company, Shareholder Services Department, P.O. Box5572, Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253, or fromSmucker upon written request to The J. M. Smucker Company, ShareholderRelations, Strawberry Lane, Orrville, Ohio 44667 or by calling (330) 684-3838.
This communication shall not constitute an offer to sell or thesolicitation of an offer to buy securities, nor shall there be any sale ofsecurities in any jurisdiction in which such solicitation or sale would beunlawful prior to registration or qualification under the securities laws ofsuch jurisdiction. No offer of securities shall be made except by means of aprospectus meeting the requirements of Section 10 of the Securities Act of1933, as amended.
SOURCE The Procter & Gamble Company
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