ORRVILLE, Ohio, Nov. 23, 2015 /PRNewswire/ -- The J. M. Smucker
Company (NYSE: SJM) (the "Company") today announced that Blue
Holdings I, L.P. (the "Selling Shareholder") intends to offer for
sale in an underwritten secondary offering 3,861,650 shares of the
Company's common stock pursuant to the Company's shelf registration
statement filed with the Securities and Exchange Commission (the
"SEC"). The Company originally issued to the Selling
Shareholder 17,061,079 shares of common stock on March 23, 2015 in connection with the Company's
acquisition of Big Heart Pet Brands, of which 3,861,650 shares were
held by the Selling Shareholder immediately prior to the
offering. The shares to be sold by the Selling Shareholder
represent 100% of the ownership interests attributable to
affiliates of Vestar Capital Partners. The Company is not
selling any shares and will not receive any proceeds from the
proposed offering.
Morgan Stanley and Credit Suisse will act as the underwriters
for the offering. The Company has filed a registration
statement (File No. 333-197428) (including a prospectus and a
prospectus supplement) with the SEC for the offering to which this
communication relates, and the Company intends to file a further
prospectus supplement with respect to this offering. Before
you invest, you should read the prospectus and prospectus
supplements in that registration statement and other documents the
Company has filed with the SEC for more complete information about
the Company and this offering. You may obtain these documents
for free by visiting EDGAR on the SEC Web site at:
www.sec.gov. Alternatively, copies of the prospectus
supplements and accompanying prospectus relating to the offering,
when available, may be obtained by writing or telephoning us
at:
The J. M. Smucker Company
Attention: Corporate Secretary
One Strawberry Lane
Orrville, Ohio 44667
(330) 684-3838
Morgan Stanley and Credit Suisse will arrange to send you the
prospectus supplements and accompanying prospectus relating to the
offering if you request them by contacting Morgan Stanley & Co.
LLC, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014 or
Credit Suisse Securities (USA)
LLC, Attention: Prospectus Department, One Madison Avenue,
New York, NY 10010, phone: (800)
221-1037, email: newyork.prospectus@credit-suisse.com.
This press release will not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. The proposed offering of these
shares of common stock is being made only by means of one or more
prospectus supplements and a related prospectus.
About The J. M. Smucker Company
For more than 115 years, The J. M. Smucker Company has been
committed to offering consumers quality products that bring
families together to share memorable meals and moments.
Today, Smucker is a leading marketer and manufacturer of consumer
food and beverage products and pet food and pet snacks in
North America with projected
annual net sales of approximately $8
billion. In consumer foods and beverages, its brands
include Smucker's®, Folgers®,
Jif®, Dunkin' Donuts®,
Crisco®, Pillsbury®, R.W.
Knudsen Family®, Hungry Jack®,
Café Bustelo®, Martha
White®, truRoots®,
Sahale Snacks®, Robin
Hood®, and Bick's®. In pet
food and pet snacks, its brands include Meow Mix®,
Milk-Bone®, Kibbles 'n Bits®, Natural
Balance®, and 9Lives®. The
Company remains rooted in the Basic Beliefs of
Quality, People, Ethics, Growth, and
Independence established by its founder and namesake more
than a century ago.
The J. M. Smucker Company is the owner of all trademarks
referenced herein, except for the following, which are used under
license: Pillsbury® is a trademark of The
Pillsbury Company, LLC, and Dunkin' Donuts® is a
registered trademark of DD IP Holder LLC.
Dunkin' Donuts® brand is licensed to The J. M.
Smucker Company for packaged coffee products sold in retail
channels such as grocery stores, mass merchandisers, club stores,
and drug stores. This information does not pertain to
Dunkin' Donuts® coffee or other products for sale
in Dunkin' Donuts® restaurants.
K-Cup® is a trademark of Keurig Green Mountain, Inc.,
used with permission.
The J. M. Smucker Company Forward-Looking Statements
This press release contains forward-looking statements, such as
projected net sales, operating results, earnings, and cash flows,
that are subject to risks and uncertainties that could cause actual
results to differ materially from future results expressed or
implied by those forward-looking statements. The risks,
uncertainties, important factors, and assumptions listed and
discussed in this press release, that could cause actual results to
differ materially from those expressed include: the ability to
successfully integrate acquired businesses in a timely and
cost-effective manner and retain key suppliers, customers, and
employees; the ability to achieve synergies and cost savings
related to the Big Heart acquisition in the amounts and within the
time frames currently anticipated; the ability to generate
sufficient cash flow to meet the Company's deleveraging objectives;
volatility of commodity, energy, and other input costs; risks
associated with derivative and purchasing strategies employed to
manage commodity pricing risks; the availability of reliable
transportation on acceptable terms; the ability to implement and
realize the full benefit of price changes, and the impact of the
timing of the price changes to profits and cash flow in a
particular period; the success and cost of marketing and sales
programs and strategies intended to promote growth in the
businesses, including the introduction of new products; general
competitive activity in the market, including competitors' pricing
practices and promotional spending levels; the impact of food
security concerns involving either the Company's or its
competitors' products; the impact of accidents, extreme weather,
and natural disasters; the concentration of certain of the
Company's businesses with key customers and suppliers, including
single-source suppliers of certain raw materials and finished
goods, and the ability to manage and maintain key relationships;
the timing and amount of capital expenditures and share
repurchases; impairments in the carrying value of goodwill, other
intangible assets, or other long-lived assets or changes in useful
lives of other intangible assets; the impact of new or changes to
existing governmental laws and regulations and their application;
the outcome of tax examinations, changes in tax laws, and other tax
matters; foreign currency and interest rate fluctuations; the
ability to successfully complete the canned milk divestiture, which
is subject to obtaining necessary approvals and consents for the
transaction, fulfillment of other transaction conditions, and
economic conditions; and risks related to other factors described
under "Risk Factors" in other reports and statements filed with the
Securities and Exchange Commission, including the most recent
Annual Report on Form 10-K. The Company undertakes no obligation to
update or revise these forward-looking statements, which speak only
as of the date made, to reflect new events or
circumstances.
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SOURCE The J. M. Smucker Company