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
June 4, 2008
Dear Folgers Employees,
We are pleased to announce The J. M. Smucker Company has entered into a definitive agreement to
merge the Folgers® coffee business into The J. M. Smucker Company in an all-stock Reverse Morris
Trust transaction expected to close in October 2008. We are excited to welcome you to the Company
and look forward to working closely with you to integrate the Folgers business into the Smucker
family.
The J. M. Smucker Company, like the Folgers brand, has a rich heritage a history of providing
quality products and maintaining strong consumer loyalty. We were founded in 1897 when the
Companys namesake and founder, Jerome M. Smucker, sold his first product apple butter from
the back of a horse-drawn wagon. Today, over 110 years later, our family-run 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 in North America. Our
family of brands includes Smuckers®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen
Family®, Hungry Jack®, White Lily® and Martha White® in the United States, along with Robin Hood®,
Five Roses®, Europes Best® and Bicks® in Canada.
The addition of this iconic brand supports the Companys strategy of owning and marketing #1 food
brands in North America. The Folgers brand will be our tenth #1 brand, and with $1.8 billion in
sales, will be our largest brand. Coffee, like peanut butter, fruit spreads, cooking oils and
flour, is an item included in more than 80% of household pantries. The key attributes of our
combined brands, such as the natural association of coffee and jelly with breakfast, present us
with unique and powerful marketing leverage.
At Smucker, our purpose is to help families share memorable meals and moments. Key to achieving
our purpose is our strategic vision of owning and marketing #1 food brands in North America. The
Smucker family of brands is a trusted part of everyday meals, casual get-togethers, and special
occasions all of which foster family connections and lasting memories. Bringing families
together is best accomplished by employees who feel like family themselves. At Smucker, we
maintain a unique family feeling by genuinely living our Basic Beliefs: Quality, People, Ethics,
Growth, and Independence. Adherence to these time-honored principles has helped us to be
recognized by Business Ethics magazine for our corporate citizenship and ranked by FORTUNE magazine
on its list of 100 Best Companies to Work For. We credit the dedication and commitment of our
employees as key reasons for our success, and we look forward to welcoming each of you to our team.
Your dedication and commitment to the Folgers business are evident by the quality products that we
are proud to welcome to our family. We believe the many common commitments shared by our
organizations represent a great foundation for a smooth integration of the talented Folgers
employees and market-leading brand into The J. M. Smucker Company. In fact, our successful
integration of Jif and Crisco is a testament to this belief, as the brands and their respective
teams in Lexington and Cincinnati have continued to flourish at Smucker. We are confident this
integration will be equally rewarding, leading to future growth and opportunities for our Company
and constituents consumers, customers, employees, suppliers, communities and shareholders.
Once again, we are proud to welcome you to The J. M. Smucker Company and are pleased to have you
and the Folgers business as part of the family.
Sincerely,
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/s/ Tim Smucker
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/s/ Richard Smucker |
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 & 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 communication 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.