The J. M. Smucker Company (NYSE: SJM) and The Procter & Gamble Company (NYSE: PG) Folgers unit have confirmed yesterday’s reports that the two companies are going to merge. The Folgers coffee business was going to be spun-out of P&G already, and this will more quickly exact that transaction.
Folgers will merge into The J. M. Smucker Company in an all-stock "reverse Morris Trust" transaction valued at approximately $3.3 billion. This number includes an estimated $350 million of Folgers debt.
As part of this transaction, Smucker is going to issue a one-time special dividend of $5.00 per share to current Smucker shareholders as of the record date ahead of this merger. Following the one-time dividend, P&G shareholders will receive approximately 53.5% of Smucker in a tax-free stock-for-stock merger.
The company believes that the deal will be accretive in 2009, assuming a 2008 deal closing date with Folgers contributing $80 million in net income and $820 million in EBITDA. The company sees a combined 2009 estimated sales number of $4 Billion, with earnings per share before one-time items at $3.45 to $3.50 EPS. For 2010, it sees $3.62 EPS.
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Jon C. Ogg
June 4, 2008
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