Procter & Gamble completes exchange offer; Smucker merges with Folgers

By Lisa Kerner

Charlotte, N.C., Nov. 6 - Procter & Gamble Co. said it accepted 38,652,878 shares of Procter & Gamble common stock in exchange for 63,166,532 shares of Folgers Coffee Co. common stock in the exchange offer ended Wednesday.

Preliminary results indicate that a total of 484,864,100 shares of Procter & Gamble common stock were validly tendered, including 231,260,800 shares tendered under guaranteed delivery procedures.

The preliminary proration factor is 7.88%, according to a Procter & Gamble news release.

Procter & Gamble expects to announce a final proration factor after Monday.

Because more than 38,652,878 shares of Procter & Gamble common stock were tendered, all shares of Folgers common stock owned by Procter & Gamble will be exchanged in the offer. No shares of Folgers common stock will be distributed as a pro rata dividend, the release said.

Folgers becomes Smucker subsidiary

The exchange offer was held in connection with Procter & Gamble's separation of its Folgers coffee subsidiary as well as the merger of Folgers with J.M. Smucker Co.

A Smucker subsidiary merged with and into Folgers, with Folgers surviving as a wholly owned subsidiary of Smucker.

Following the merger, each share of Folgers common stock automatically converted into the right to receive one Smucker common share.

Morgan Stanley & Co. Inc. was the dealer manager for the offer.

On June 4, Procter & Gamble, a Cincinnati branded consumer goods company, said it would merge its Folgers coffee business into Smucker in an all-stock reverse Morris Trust transaction valued at about $3.3 billion, including $350 million of Folgers' debt.

Smucker manufactures fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk and health and natural foods beverages in North America. The company is based in Orrville, Ohio.

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