Final proration factor announced in Procter & Gamble's exchange offer

By Lisa Kerner

Charlotte, N.C., Nov. 11 - Procter & Gamble Co. announced the final proration factor of 7.89144% in the exchange offer held in connection with the separation of its Folgers coffee subsidiary.

A total of 484,121,230 Procter & Gamble common shares were validly tendered, and the company accepted 38,652,878 shares in exchange for 63,166,532 shares of Folgers common stock, a Procter & Gamble news release said.

According to Procter & Gamble, 1.6342 shares of Folgers common stock were exchanged for each share of Procter & Gamble common stock accepted in the offer.

Of the Procter & Gamble shares validly tendered, 487,109 were tendered by odd-lot shareholders not subject to proration.

On Nov. 6, a subsidiary of J.M. Smucker Co. merged with and into Folgers, with Folgers surviving as a wholly owned subsidiary of Smucker.

Each share of Folgers common stock automatically converted into the right to receive one Smucker common share once the merger was complete.

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