Exhibit 99.5
THE PROCTER & GAMBLE COMPANY
Offer to Exchange All Shares of Common Stock of
THE FOLGERS COFFEE COMPANY
which are owned by The Procter & Gamble Company
and will be converted into Common Shares of
THE J. M. SMUCKER COMPANY
for shares of Common Stock of The Procter & Gamble Company
Pursuant to the Prospectus dated [ ], 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2008, UNLESS THE OFFER IS EXTENDED OR TERMINATED. SUCH DATE OR, IF THE OFFER IS EXTENDED, THE DATE UNTIL WHICH THE OFFER IS EXTENDED, IS REFERRED TO IN THIS DOCUMENT AS THE “EXPIRATION DATE.” SHARES OF P&G COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
To Our Clients:
Enclosed for your consideration are the Prospectus, dated [ ], 2008 (together with any amendments or supplements thereto, the “Prospectus”), the related Letter of Transmittal (the “Letter of Transmittal”), including instructions therefor, for tendering shares of The Procter & Gamble Company (“P&G”) common stock, without par value (“P&G common stock”), which collectively constitute the offer by P&G to exchange all shares of The Folgers Coffee Company (“Folgers”) common stock, par value $0.01 per share (“Folgers common stock”), which are owned by P&G. Immediately following the consummation of the exchange offer, Folgers will become a wholly owned subsidiary of The J. M. Smucker Company (“Smucker”) and each share of Folgers common stock will automatically convert into the right to receive one Smucker common share.
We are the holder of record (directly or indirectly) of shares of P&G common stock held for your account. As such, a tender of such shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender shares of P&G common stock held by us for your account.
Please instruct us as to whether you wish us to tender any or all of the shares of P&G common stock held by us for your account, upon the terms and subject to the conditions set forth in the Prospectus.
Your attention is directed to the following:
1. P&G is offering to exchange all shares of Folgers common stock which are owned by P&G for shares of P&G common stock that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer. For each $1.00 of P&G common stock accepted in the exchange offer, you will receive approximately $[—] of shares of Folgers common stock, based on the Average P&G Stock Price and the Average Smucker Stock Price determined by P&G as described in the Prospectus and subject to an upper limit of [—] shares of Folgers common stock per share of P&G common stock. See “The Exchange Offer—Terms of the Exchange Offer.” IF THE UPPER LIMIT IS IN EFFECT, YOU WILL RECEIVE LESS THAN $[—] OF SHARES OF FOLGERS COMMON STOCK FOR EACH $1.00 OF P&G COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.
The “Average P&G Stock Price” and the “Average Smucker Stock Price” will be determined by P&G by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs”) of shares of P&G common stock and Smucker common shares, respectively, on the New York Stock Exchange
(“NYSE”) during a period of three consecutive trading days (currently expected to be [—], 2008, [—], 2008, and [—], 2008) ending on and including the second trading day preceding the Expiration Date.
2. Shares of Folgers common stock will not be transferred to participants in the exchange offer; participants will instead receive Smucker common shares in the merger (or cash in lieu of fractional shares).
3. P&G’s obligation to exchange shares of Folgers common stock for shares of P&G common stock is subject to certain conditions, as described in the Prospectus, which you should review in detail.
4. Shares of P&G common stock tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration of the exchange offer and, unless P&G has previously accepted them pursuant to the exchange offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the exchange offer. Once P&G accepts shares of P&G common stock pursuant to the exchange offer, your tender is irrevocable.
5. Tendering shareholders who fail to complete and sign the Substitute Form W-9 included in the Letter of Transmittal or submit a complete IRS Form W-8BEN, as applicable, may be subject to required U.S. federal backup withholding tax applicable to the gross cash proceeds payable to such shareholder or other payee pursuant to the exchange offer.
6. P&G will pay or cause to be paid all stock transfer taxes, if any, payable as a result of the transfer to it of any shares of P&G common stock tendered, the exchange of shares of Folgers common stock into the right to receive shares of Smucker common stock and the transfer to tendering shareholders of shares of Smucker common stock, subject to the instructions included in the Letter of Transmittal.
The exchange offer is made solely by means of the Prospectus and the enclosed Letter of Transmittal and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of P&G common stock in any jurisdiction in which the offer, sale or exchange is not permitted. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by the exchange offer are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the exchange offer presented does not extend to you.
If you wish to have us tender any or all of your shares of P&G common stock, please complete, sign, detach and return to us the instruction form on the reverse side of this letter hereof. An envelope to return your instruction form to us is enclosed. If you authorize tender of your shares of P&G common stock, all such shares will be tendered unless otherwise specified on the instruction form. Your instruction form should be forwarded to us in ample time to permit us to submit a tender on your behalf by the date of expiration of the exchange offer.
The exchange offer and withdrawal rights will expire at 12:00 midnight New York City time, on [ ], 2008, unless the exchange offer is extended or terminated.
2
Instruction Form with Respect to
THE PROCTER & GAMBLE COMPANY
Offer to Exchange All Shares of Common Stock of
THE FOLGERS COFFEE COMPANY
which are owned by The Procter & Gamble Company
and will be converted into Common Shares of
THE J. M. SMUCKER COMPANY
for Common Stock of The Procter & Gamble Company
The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus, dated [ ], 2008 (the “Prospectus”), the related Letter of Transmittal in connection with the offer by The Procter & Gamble Company (“P&G”) to exchange all shares of The Folgers Coffee Company common stock, par value $0.01 per share, which are owned by P&G and will be converted into common shares of The J. M. Smucker Company (“Smucker”), without par value, for shares of P&G common stock, without par value (“P&G common stock”).
This instructs you to tender the number of shares of P&G common stock indicated below (or if no number is indicated below, all shares of P&G common stock held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Prospectus and in the related Letter of Transmittal furnished to the undersigned.
Account Number: | SIGN HERE: | |
Shares of P&G common stock to be tendered |
Signature(s) | |
Name(s) | ||
ODD-LOTS | ||
¨ By checking this box, I represent that I own beneficially less than 100 shares of P&G common stock and am tendering all my shares of P&G common stock. |
Address(es) | |
(Zip Code) | ||
Dated , 2008 |
Area Code and Telephone Number | |
Taxpayer Identification or Social Security Number(s) as applicable |
PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT,NOTTO THE EXCHANGE AGENT, THE TRANSFER AGENT, THE INFORMATION AGENT, THE DEALER-MANAGER, THE FOLGERS COFFEE COMPANY, THE PROCTER & GAMBLE COMPANY OR THE J. M. SMUCKER COMPANY.