RICHARD SMUCKER:
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HELLO, I AM RICHARD SMUCKER AND I AM JOINED HERE BY MY BROTHER, TIM SMUCKER. WE ARE CO-CHIEF
EXECUTIVE OFFICERS OF THE J.M. SMUCKER COMPANY. TODAY, TIM AND I ARE PLEASED TO ANNOUNCE A
TRULY LANDMARK TRANSACTION THAT BRINGS ONE OF AMERICAS BEST-KNOWN BRANDS INTO THE SMUCKER
FAMILY OF BRANDS AND ALLOWS US TO OFFER CONSUMERS YET ANOTHER NUMBER ONE BRAND IN A KEY
CATEGORY. WE HAVE REACHED A DEFINITIVE AGREEMENT WITH PROCTER & GAMBLE TO MERGE THE FOLGERS
COFFEE BUSINESS INTO THE SMUCKER COMPANY IN AN ALL STOCK REVERSE MORRIS TRUST TRANSACTION.
WE ARE PROUD TO WELCOME THE FOLGERS BUSINESS INTO OUR WIDELY RECOGNIZED PORTFOLIO OF BRANDS
THAT INCLUDES SMUCKERS, JIF, CRISCO, PILLSBURY, EAGLE, HUNGRY JACK, ROBIN HOOD AND BICKS. THE TRANSACTION, WHICH AT THE CURRENT STOCK PRICE IS VALUED AT APPROXIMATELY $3.3 BILLION, INCLUDING THE ASSUMPTION OF AN ESTIMATED $350 MILLION OF FOLGERS DEBT. THE TRANSACTION ALSO INCLUDES A ONE-TIME PAYMENT OF A SPECIAL DIVIDEND OF $5 PER SHARE TO SMUCKER SHAREHOLDERS OF RECORD. P&G SHAREHOLDERS WILL RECEIVE 53.5% OF SMUCKER STOCK IN THIS TAX-FREE STOCK-FOR-STOCK MERGER. |
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TIM SMUCKER:
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THIS IS ANOTHER SIGNIFICANT GROWTH MILESTONE FOR SMUCKER AND FURTHER STRENGTHENS OUR ABILITY
TO DELIVER ENHANCED SHAREHOLDER VALUE OVER TIME. THE FOLGERS BRAND, FOUNDED BY JAMES A.
FOLGER IN 1850, IS SIMILAR IN MANY WAYS TO OUR OWN CORE BRANDS WITH A RICH HERITAGE,
HIGH-QUALITY PRODUCT OFFERINGS AND STRONG CONSUMER LOYALTY. AS THE NUMBER ONE RETAIL
PACKAGED COFFEE BRAND IN THE UNITED STATES, THE FOLGERS TRANSACTION FITS PERFECTLY WITH OUR
STRATEGY TO OWN AND MARKET NUMBER ONE FOOD BRANDS IN NORTH AMERICA. IT IS SMUCKERS TENTH
NUMBER ONE BRAND, OUR FIRST BILLION DOLLAR BRAND, AND IT WILL FURTHER ENHANCE OUR HIGH
QUALITY, GREAT TASTING, DIVERSE PRODUCT OFFERINGS THAT CONSUMERS EXPECT FROM US. THE TRANSACTION IS EXPECTED TO INCREASE TOTAL COMPANY NET SALES TO APPROXIMATELY $5 BILLION IN THE FIRST FULL YEAR OF OWNERSHIP AND PRESENTS GREATER OPPORTUNITIES FOR MULTI-BRAND MERCHANDISING, NEW PRODUCT DEVELOPMENT AND CONTINUED INVESTMENT IN OUR CORE BRANDS. COFFEE, LIKE PEANUT BUTTER, FRUIT SPREADS, COOKING OILS AND FLOUR, IS A STAPLE ITEM INCLUDED IN MORE THAN 80% OF HOUSEHOLD PANTRIES. THE COMBINED PORTFOLIO OF PRODUCTS IN THESE CATEGORIES PROVIDES US WITH INCREASED SIZE AND SCALE THAT WILL BENEFIT ALL OUR BUSINESSES, POSITION US FOR FUTURE GROWTH AND DELIVER LONG-TERM SHAREHOLDER VALUE. |
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RICHARD SMUCKER:
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ALSO INCLUDED IN THE TRANSACTION ARE THE FOLGERS PRODUCTION FACILITIES LOCATED IN NEW
ORLEANS, LOUISIANA, SHERMAN, TEXAS, AND KANSAS CITY, MISSOURI, ALONG WITH THE SALES,
MARKETING, COFFEE PROCUREMENT, PRODUCT DEVELOPMENT, SUPPLY CHAIN AND ADMINISTRATIVE FUNCTIONS
IN CINCINNATI. THESE FACILITIES, ALONG WITH SUPPORT STAFF, WILL ADD ABOUT 1,250 NEW
EMPLOYEES TO THE SMUCKER FAMILY. WE EXPECT THIS TRANSACTION TO BE ACCRETIVE IN THE FIRST YEAR BY APPROXIMATELY 9% WHEN COMPARED TO THE CURRENT STAND ALONE SMUCKER AND AFTER CONSIDERING THE SPECIAL DIVIDEND TO SMUCKER SHAREHOLDERS. OUR COMPANY AND PEOPLE ARE ABOUT MORE THAN MAKING AND MARKETING PRODUCTS. INDEED, AT SMUCKER, OUR PURPOSE IS TO HELP FAMILIES SHARE MEMORABLE MEALS AND MOMENTS. THE SMUCKER FAMILY OF BRANDS IS A TRUSTED PART OF EVERYDAY MEALS, CASUAL GATHERINGS AND SPECIAL OCCASIONS ALL OF WHICH FOSTER FAMILY CONNECTIONS AND LASTING MEMORIES. FOLGERS ALSO HAS A LONG TRADITION OF BEING PART OF MEMORABLE MEALS, SO IT FITS PERFECTLY IN OUR FAMILY OF BRANDS. OUR COMBINED PORTFOLIO PRESENTS GREATER OPPORTUNITIES FOR MULTI-BRAND MERCHANDISING, NEW PRODUCT DEVELOPMENT AND CONTINUED INVESTMENT IN OUR CORE BRANDS. |
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TIM SMUCKER:
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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 THOSE BRANDS AND PEOPLE 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. WE ARE CONFIDENT OUR PROVEN BRAND MANAGEMENT EXPERTISE WILL ALLOW US TO CONTINUE FOLGERS LEADERSHIP IN THE COMPETITIVE COFFEE CATEGORY AND BUILD UPON ITS UNIQUE HERITAGE AND EQUITY. THANK YOU FOR JOINING US FOR THIS ANNOUNCEMENT MARKING AN EXCITING CHAPTER IN OUR COMPANYS HISTORY. |
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RICHARD SMUCKER:
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WE ARE INCREDIBLY IMPRESSED BY THE DEDICATION AND COMMITMENT FOLGERS EMPLOYEES HAVE SHOWN IN HELPING TO REBUILD THEIR COMMUNITY AND IN MAINTAINING A SUCCESSFUL NEW ORLEANS OPERATION UNDER THE CHALLENGING CIRCUMSTANCES OVER THE PAST SEVERAL YEARS. WE LOOK FORWARD TO BEING A PART OF FOLGERS STRONG, POSITIVE PRESENCE IN THE COMMUNITY. | ||||
TIM SMUCKER:
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THROUGH HARD WORK AND DEDICATION, FOLGERS EMPLOYEES IN KANSAS CITY HAVE HELPED BUILD AMERICAS NUMBER ONE COFFEE BRAND, AND WE LOOK FORWARD TO WELCOMING THESE TALENTED EMPLOYEES INTO THE SMUCKER FAMILY AS THEY BECOME OUR SECOND MISSOURI OPERATION. | ||||
RICHARD SMUCKER:
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WE ARE PROUD TO WELCOME THE FOLGERS BRAND AND ITS TALENTED EMPLOYEES INTO THE SMUCKER FAMILY. THE SHERMAN FACILITY IS OUR SECOND TEXAS OPERATION AND WE LOOK FORWARD TO BECOMING A PART OF THE SHERMAN COMMUNITY. | ||||
SUGGESTED NARRATION OF B-ROLL VIDEO PACKAGE: |
Waking up just got a little sweeter. Today, The J.M. Smucker Company and The Procter & Gamble
Company announced the signing of an agreement to merge the Folgers® coffee business into The
J.M. Smucker Company. The transaction, which is expected to close in the fourth quarter of
this year, is valued at more than $3 billion. Folgers the leading producer of retail packaged coffee products in the United States, with more than $1.8 billion in annual sales is Smuckers tenth #1 brand in North America. The Companys lineup of well-known household brands already includes Smuckers®, Jif®, Crisco® and Pillsbury® baking mixes Folgers portfolio of products are sold primarily under its flagship Folgers® brand and the Millstone® brand. The transaction will result in total annual sales approaching $5 billion for The Smucker Company. Following completion of the transaction, the expanded Smucker Company will add more than 1,250 employees to its existing 3,300 employees, including sales, marketing, coffee procurement, product development, supply chain and administrative functions in Cincinnati, Ohio and manufacturing facilities in New Orleans, Louisiana; Kansas City, Missouri; and Sherman, Texas, along with a key distribution center in New Orleans. |
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NEWS ANCHOR:
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When we come back, two giants in the food industry make a deal that heats up the coffee world. Things are perking up in the coffee world. Today, The J.M. Smucker Company and The Procter & Gamble Company agreed to merge the Folgers Coffee business into Smucker. |
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REPORTER VOICE OVER:
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Folgers the leading coffee brand in the United States with more than $1.8 billion in annual sales is Smuckers tenth #1 brand in North America. Folgers, as well as the Millstone® brand, join Smuckers lineup of well-known food brands, which includes Smuckers®, Jif®, Crisco®, and Pillsbury® baking mixes. | ||||
RICHARD SMUCKER:
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Our purpose is to help families share memorable meals and moments. The Smucker family of brands is a trusted part of everyday meals, casual gatherings and special occasions all of which foster family connections and lasting memories. | ||||
REPORTER VOICE OVER:
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Folgers brands also include Millstone and the Dunkin Donuts brand sold through retail channels. And with Americans consuming, on average, eight ounces of coffee per day, this transaction will result in total annual sales approaching $5 billion for The Smucker Company. | ||||
TIM SMUCKER:
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This is another significant growth milestone for Smucker and further strengthens our ability to deliver enhanced shareholder value. | ||||
NEWS ANCHOR CLOSE:
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The deal will expand Smuckers work force by more than 1,250 employees. | ||||