Vestar News

The J. M. Smucker Company Announces Secondary Common Stock Offering

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.