Procter & Gamble Announces Final Proration Factor Shares Tendered in the Folgers Exchange Offer

The final proration factor related to the exchange offer in connection with the separation of P&G's Folgers coffee subsidiary is 7.89144%.

11/11/08 The Procter & Gamble Company announced that the final proration factor related to the exchange offer in connection with the separation of P&G's Folgers coffee subsidiary is 7.89144%. A total of 484,121,230 P&G common shares were validly tendered in exchange for 63,166,532 shares of Folgers common stock.

Folgers was formerly a wholly owned subsidiary of P&G. On November 6, 2008, pursuant to the previously announced merger, a subsidiary of The J. M. Smucker Company merged with and into Folgers, with Folgers surviving as a wholly owned subsidiary of Smucker.

Under the terms of the offer, 1.6342 shares of Folgers common stock were exchanged for each share of P&G common stock accepted in the offer. Following the merger, each share of Folgers common stock automatically converted into the right to receive one Smucker common share. The Smucker common shares issued in the Folgers merger represent approximately 53.5 percent of the Smucker common shares that are outstanding after the merger.

P&G accepted 38,652,878 shares of P&G common stock for exchange in the exchange offer. Of the 484,121,230 shares of P&G common stock validly tendered, 487,109 shares were tendered by odd lot shareholders not subject to proration. Shares of P&G common stock validly tendered by each tendering P&G shareholder other than odd lot shareholders tendering their entire position were exchanged for shares of Folgers common stock on a pro-rata basis. Shares of P&G common stock tendered but not exchanged due to proration will be returned to tendering shareholders.

Under the terms of the offer, fractional Smucker common shares will not be issued. Instead, fractional shares will be aggregated and sold, and the net cash proceeds of such sale will be distributed to tendering P&G shareholders otherwise entitled to fractional interests.

Morgan Stanley & Co. Incorporated served as the dealer manager for the exchange offer.

Based on actual proceeds from the transaction, P&G now expects the gain from the Folgers transaction to be approximately $0.63 per share, an increase of $0.13 per share from the previous estimate of $0.50 per share. Based on the new estimate, the company now expects earnings per share of $1.58 to $1.63 for the October - December quarter and $4.28 to $4.38 for the 2009 fiscal year. P&G plans to announce the final gain on the transaction as part of its report of December quarter results, which is currently scheduled for January 30, 2009.