UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2012
The J. M. Smucker Company |
(Exact Name of Registrant as Specified in Its Charter) |
Ohio | 001-05111 | 34-0538550 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
One Strawberry Lane | ||
Orrville, Ohio | 44667-0280 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (330) 682-3000 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
£ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
£ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
£ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
The J. M. Smucker Company (the “Company”) today announced that it has acquired a non-controlling minority interest in Guilin Seamild Biologic Technology Development Co., Ltd., a privately owned manufacturer and marketer of oats products headquartered in Guilin in the Guangxi province of China, for approximately $35 million. Attached as Exhibit 99.1 and incorporated by reference into this Item 7.01 is a copy of the press release issued by the Company, dated March 26, 2012.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press Release issued by The J. M. Smucker Company, dated March 26, 2012. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE J. M. SMUCKER COMPANY | ||
By: | /s/ Jeannette L. Knudsen | |
Jeannette L. Knudsen | ||
Vice President, General Counsel and Corporate Secretary |
Date: March 26, 2012
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EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release issued by The J. M. Smucker Company, dated March 26, 2012. |
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EXHIBIT 99.1
For Immediate Release
The J. M. Smucker Company Acquires Minority Interest in China-Based Company
ORRVILLE, Ohio, March 26, 2012 --The J. M. Smucker Company (NYSE: SJM) today announced that it has acquired a non-controlling minority interest in Guilin Seamild Biologic Technology Development Co., Ltd. (“Seamild”), a privately owned manufacturer and marketer of oats products headquartered in Guilin in the Guangxi province of China, for approximately $35 million.
Seamild’s product portfolio, primarily consisting of oatmeal
sold under the leading Seamild® brand, is distributed in retail channels throughout China. Seamild operates two manufacturing
facilities, both located in southern China. A third facility, currently under construction in northern China, is expected to begin
production in late summer 2012. The transaction is not expected to have a material impact on Smucker’s earnings in fiscal
2012 or on a full year basis. Smucker will account for this investment under the equity method of accounting.
"Consistent with our goal of maintaining a global perspective, we are excited to enter the growing Chinese market through this partnership with Seamild,” said Richard Smucker, Chief Executive Officer. “Seamild is a family-run business with a strong culture, similar to Smucker in many respects, and is an established leader in the rapidly growing oats category in China. The solid relationship our team has built with the Xie family has provided both parties with the confidence and enthusiasm to enter into this joint venture. This transaction represents an exciting first step as we look to develop a meaningful presence in China over time.”
“Through this transaction with Seamild, we are pleased to have the opportunity to align ourselves with a well-respected company and brand in China,” added Steve Oakland, President, International, Foodservice and Natural Foods. “Seamild’s portfolio of quality, trusted products aligns with Smucker’s strategy of owning and marketing leading food brands. Seamild’s strong focus on brand building and meeting the evolving needs of consumers complements our approach to growing brands. We look forward to the opportunity to leverage our respective strengths through this relationship.”
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About The J. M. Smucker Company
For more than 110 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 fruit spreads, retail packaged coffee, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker's®, Folgers®, Dunkin’ Donuts®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen Family®, Hungry Jack®, Café Bustelo®, Café PilonTM, White Lily® and Martha White® in the United States, along with Robin Hood®, Five Roses®, Carnation® and Bick's® in Canada. 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. For more information about the Company, visit www.smuckers.com.
The J. M. Smucker Company is the owner of all trademarks, except for the following which are used under license: Pillsbury®, the Barrelhead logo and the Doughboy character are trademarks of The Pillsbury Company, LLC; Carnation® is a trademark of Société des Produits Nestlé S.A.; Dunkin' Donuts® is a registered trademark of DD IP Holder, LLC; and Douwe Egberts® and Pickwick® are registered trademarks of Sara Lee/DE B.V. Borden® and Elsie are trademarks used under license.
The J. M. Smucker Company Forward-Looking Language
This press release 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 results, performance, or achievements expressed or implied by those forward-looking statements. Readers should understand that the risks, uncertainties, factors, and assumptions listed and discussed in this press release, including the following important factors and assumptions, could affect the future results of the Company and could cause actual results to differ materially from those expressed in the forward-looking statements:
· | volatility of commodity markets from which raw materials, particularly green coffee beans, wheat, soybean oil, milk, peanuts, and sugar, are procured and the related impact on costs; |
· | risks associated with derivative and purchasing strategies employed by the Company to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact the Company’s liquidity; |
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· | crude oil price trends and their impact on transportation, energy, and packaging costs; |
· | the ability to successfully implement and realize the full benefit of price changes that are intended to fully recover cost and the competitive, retailer, and consumer response; |
· | the success and cost of introducing new products and the competitive response; |
· | the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses; |
· | general competitive activity in the market, including competitors’ pricing practices and promotional spending levels; |
· | the ability of the Company to successfully integrate acquired and merged businesses in a timely and cost effective manner; |
· | the impact of food security concerns involving either the Company or its competitors’ products; |
· | the impact of accidents and natural disasters, including crop failures and storm damage; |
· | the concentration of certain of the Company’s businesses with key customers and suppliers and the ability to manage and maintain key relationships; |
· | the loss of significant customers, a substantial reduction in orders from these customers, or the bankruptcy of any such customer; |
· | 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 current and future tax examinations, changes in tax laws, and other tax matters, and their related impact on the Company’s tax positions; |
· | foreign currency and interest rate fluctuations; |
· | political or economic disruption; |
· | other factors affecting share prices and capital markets generally; and |
· | risks related to other factors described under “Risk Factors” in other reports and statements filed by the Company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. |
Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this press release. The Company does not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.
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Contacts:
The J. M. Smucker Company
(330) 682-3000
Investors:
Sonal Robinson
Vice President, Investor Relations
Media:
Maribeth Badertscher
Vice President, Corporate Communications
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