The J.m. Smucker Company · NYSE:SJM
The J.m. Smucker — Smucker J M — Merger or Acquisition (October 2008)
19 slides from The J.m. Smucker's merger presentation, Oct 16, 2008
Slide 1: Special Shareholders Meeting October 16, 2008
Special Shareholders Meeting October 16, 2008 The J. M. Smucker Company 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 J. M. Smucker Company Commission Fi
Slide 2: Forward Looking Statement
Forward Looking Statement Forward Looking Statement This presentation contains forward-looking statements, such as projected operating results, earnings and cash flows, that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future
Slide 3: Transaction Overview
Transaction Overview Variable Cap 12% 20% Discount Transaction Overview • The transaction is structured as an exchange offer followed by a merger – Tendering P&G shareholders will exchange their P&G shares for shares in Smucker – Smucker to guarantee $350MM of Folgers debt upon close – Smucker to fi
Slide 4: Folgers Timeline
Folgers Timeline November October Folgers Timeline P&G Launches Exchange Offer October 8 Investor Roadshows October 8 -24 JMS Pays Special Dividend October 31 Exchange Offer Expires November 5 Transaction Closes November 6 Special Shareholders Meeting October 16 Exchange Ratio Determined November 3
Slide 5: Why Invest in Smucker?
Why Invest in Smucker? Why Invest in Smucker? • A history of solid returns • Clear strategy of owning a strong portfolio of #1 brands • Making great brands better • Addition of an iconic #1 brand with Folgers ® • Enhanced estimated cash flow, margins, and strong balance sheet • Unique culture
Slide 6: Share Price Performance
Share Price Performance Share Price Performance $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 S&P 500 DJIA SJM Note: The graph shows the value of $20 (Smucker’s IPO price in 1959) invested over a 48+ year period in Smucker’s common stock, the DJIA and S&P 500. Indexed Share Price APR = 10.3% APR = 10.3
Slide 7: Sales Growth
Sales Growth $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 Net Sales $650MM $1.3B $2.0B $2.1B 5-Year CAGR through FY2008 = 15% 10-Year CAGR through FY2008 = 16% Sales Growth $1.4B $2.2B $2.5B
Slide 8: Income Growth
Income Growth Income Growth $0.0 $50.0 $100.0 $150.0 $200.0 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 Net Income $30.9 $96.3 $129.1 $157.2 $111.4 $143.4 $170.4 5-Year CAGR through FY2008 = 12% 10-Year CAGR through FY2008 = 18% ($ in Millions)
Slide 9: Enhanced Center-of-Store Strategy
Enhanced Center-of-Store Strategy Enhanced Center-of-Store Strategy ABC Store • Greater relevance to retailers • Destination category • Enhanced cross promotional opportunities • Capitalize on relationship with sales agent • Distribution efficiency Center-of-the-store is an important profit center f
Slide 10: Attractive Strategic Fit
Attractive Strategic Fit • Strong #1 Brand • Center-of-Store • North America VISION STATEMENT We will own and market food brands which hold the #1 market position in their respective category, with an emphasis on North America Attractive Strategic Fit • Strong #1 Brand • Center-of-Store • North Amer
Slide 11: Compelling Transaction
Compelling Transaction Expanding Leading Brands Strengthened Product Portfolio Scale Benefits & Synergies Attractive Financial Impact Compelling Transaction
Slide 12: Pro Forma Sales by Category
Pro Forma Sales by Category 42% 21% 25% 12% Pro Forma Sales by Category 42% 21% 25% 12% Spreads Baking All Other Coffee Estimated After Transaction (1) (1) Based on FY2008 Smucker adjusted for approximately $1.8B of FY2008 Folgers net sales.
Slide 13: Percent of Sales from #1 Brands
Percent of Sales from #1 Brands Percent of Sales from #1 Brands 75% of Sales Projected to Come From #1 Brands
Slide 14: Strength of Folgers
Strength of Folgers Strength of Folgers • Superior brand equity – Highest level of unaided consumer awareness • Strong market leader – #1 retail packaged coffee brand • Leader in product innovation – Folgers Crystals – Folgers decaffeinated – AromaSeal ™ plastic canister – Folgers Simply Smooth ™
Slide 15: Dunkin' Donuts
Dunkin’ Donuts Dunkin’ Donuts • Strong presence in gourmet coffee category • Long-term license of brand for retail • $130MM net sales from August 2007 to June 2008
Slide 16: The Best Part of Wakin' Up…
The Best Part of Wakin’ Up… The Best Way to End the Day…
Slide 17: Net Sales, EBITDA and Free Cash Flow
Net Sales, EBITDA and Free Cash Flow 14.7% 17.3% Net Sales, EBITDA and Free Cash Flow $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 FY2008 FY2009E Net Sales $0 $250 $500 $750 $1,000 FY2008 FY2009E 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% EBITDA (Excluding Merger and Integration Costs) Pro forma (1) (2) $2.5B $4
Slide 18: Why Invest in Smucker?
Why Invest in Smucker? Why Invest in Smucker? • A history of solid returns • Clear strategy of owning a strong portfolio of #1 brands • Making great brands better • Addition of an iconic #1 brand with Folgers • Enhanced estimated cash flow, margins, and strong balance sheet • Unique culture
Slide 19: Special Shareholders Meeting October 16, 2008
Special Shareholders Meeting October 16, 2008 The J. M. Smucker Company Special Shareholders Meeting October 16, 2008 The J. M. Smucker Company This presentation contains certain non-GAAP financial measures, such as EBITDA and Free Cash Flow. These measures should not be considered an alternative to