Filed by The J. M. Smucker Company
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: The Procter & Gamble Company
Commission File No.: 001-00434
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Folgers
Transaction Summary |
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Smucker to merge The Procter & Gamble Companys Folgers business into the Company |
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Net sales for year ended June 30, 2007 of $1.6 billion |
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Brands: |
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Folgers |
Folgers Business |
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Millstone
Manufacturing locations: |
Summary |
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New Orleans, Louisiana |
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Kansas City, Missouri |
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Sherman, Texas
1,250 employees |
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Aligned with Smucker strategy of owning and marketing number one brands |
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Folgers brand will be 10th number one brand |
Strategic Rationale |
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Organizational size and scale will benefit all of the Smucker businesses |
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Transaction is expected to be accretive beginning in the first full year |
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Transaction will result in increased cash flow and a stronger balance sheet |
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Financially compelling to both parties |
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Reverse Morris Trust |
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Tax-free transaction |
Transaction |
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P&G shareholders will receive 53.5% ownership position in Smucker |
Fundamentals |
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Smucker shareholders as of the record date will receive a one-time special dividend
of $5 per share
Assumption of $350 million of Folgers debt |
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Approvals |
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Smucker shareholders |
Required |
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Federal Trade Commission |
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Expected Closing |
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Fourth quarter of calendar 2008 |
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Folgers
Transaction Summary |
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Additional Information
In connection with the proposed transaction between Smucker and P&G, Smucker will file a
registration statement with the SEC, which will include Smuckers proxy statement/prospectus.
Shareholders are urged to read the proxy statement/prospectus and any other relevant documents when
they become available, because they will contain important information. The proxy
statement/prospectus and other documents relating to the proposed transaction (when they are
available) can be obtained free of charge from the SECs website at www.sec.gov, or by contacting
The J. M. Smucker Company, Shareholder Relations, Strawberry Lane, Orrville, Ohio 44667 or by
calling (330) 684-3838.
Smucker, P&G, 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. Information about the directors and executive officers of Smucker and P&G may be found
in their most recent Annual Reports on Form 10-K and definitive proxy statements for their most
recent annual meetings of shareholders filed with the SEC. Additional information regarding the
interests of these participants will also be included in the proxy statement/prospectus when it
becomes available. Smucker documents can be obtained free of charge from the sources indicated
above. P&G documents are available free of charge on the SECs website and also may be obtained by
contacting The Procter & Gamble Company, Shareholder Services Department, PO Box 5572, Cincinnati,
Ohio 45201-5572 or by calling (800) 742-6253.
The J. M. Smucker Company Forward Looking Information
This document contains certain forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially. These include statements
regarding estimates of future earnings and cash flows and expectations as to the closing of the
transaction. Other uncertainties include, but are not limited to, general economic conditions
within the U.S., strength of commodity markets from which raw materials are procured and the
related impact on costs, the ability to obtain regulatory and shareholders approval without
unexpected delays or conditions, integration of the merged businesses in a timely and cost
effective manner, retention of supplier and customer relationships and key employees, the ability
to achieve synergies and cost savings in the amounts and within the time frames currently
anticipated, and other factors affecting share prices and capital markets generally. Other risks
and uncertainties that may materially affect Smucker are detailed from time to time in reports
filed by Smucker with the SEC, including Forms 10-Q, 10-K and 8-K.