ConAgra Foods Completes Acquisition of Ralcorp

The transaction also positions ConAgra Foods as the largest private brand packaged food business in North America, with approximately $4.5 billion in combined annual private brand sales.

30 Jan 2013 --- ConAgra Foods, Inc. announced the successful completion of its acquisition of Ralcorp Holdings, Inc.. ConAgra Foods agreed to acquire Ralcorp on November 26, 2012, for $90.00 in cash per share of Ralcorp common stock. The closing of the transaction follows the approval of the acquisition by Ralcorp’s shareholders on January 29, and the receipt of all required regulatory approvals.

With 36,000 employees and sales of approximately $18 billion annually, the combined company is one of the largest packaged food companies in North America. The transaction also positions ConAgra Foods as the largest private brand packaged food business in North America, with approximately $4.5 billion in combined annual private brand sales.

Gary Rodkin, chief executive officer of ConAgra Foods said, “We are excited to have closed the transaction and welcome our talented new team members from Ralcorp to the ConAgra Foods family. We are now in a position to begin the most substantial aspects of integration planning and look forward to learning from and working with our new colleagues. This important acquisition reinforces and accelerates our ‘Recipe for Growth’ strategy, which also includes growth in our core business and adjacencies, and expansion internationally.”

With the addition of Ralcorp’s leading position as a supplier of private brand packaged food in North America, ConAgra Foods has a well-balanced portfolio of consumer branded, private brand, commercial and foodservice offerings, with consumer brands continuing to be the largest part of the company’s portfolio. ConAgra Foods will apply its substantial scale and significant operational expertise to the compelling long-term growth opportunities in the private brand segment.

Rodkin added, “Today’s acquisition of Ralcorp provides us with the right mix to deliver greater value and innovation to our customers and consumers, and sustainable, profitable growth to our shareholders. While our private brand business has just grown significantly, we remain very focused on our other business segments and are committed to delivering results across the company.”

ConAgra Foods plans to communicate preliminary estimates of the benefit of the transaction on Fiscal 2013 and Fiscal 2014 EPS as part of its presentation to the Consumer Analyst Group of New York (CAGNY) in February. Following the completion of its financial planning process, which will take into account the growth trajectory of the combined business and the expected pace of synergies over a multi-year period, ConAgra Foods plans to provide investors with upwardly revised long-term EPS goals as part of its fiscal fourth quarter earnings release this summer.

ConAgra Foods will continue to be headquartered in Omaha and led by chief executive officer Gary Rodkin. Kevin Hunt, former CEO of Ralcorp, will be a consultant to ConAgra Foods for the next 12 months. Richard Koulouris, VP and President of the Ralcorp Food Group, and Charles Huber, VP and President of the Ralcorp Frozen Bakery business, will report directly to Gary Rodkin, effective immediately. ConAgra Foods has established an integration team, led by a Steering Committee of senior leaders from ConAgra Foods and Ralcorp, and staffed by a full support network of dedicated resources.

Outstanding Ralcorp Stock
Ralcorp shareholders will be sent a letter of transmittal with detailed written instructions for exchanging their Ralcorp stock certificates for the merger consideration. Ralcorp shareholders whose shares are held in “street name” by a brokerage firm, bank, trust or other nominees will receive instructions from their brokerage firm, bank, trust or other nominees as to how to effect the surrender of their “street name” shares in exchange for the merger consideration.

Advisors
Centerview Partners and BofA Merrill Lynch are serving as financial advisors to ConAgra Foods and Davis Polk & Wardwell LLP and Jones Day are serving as its legal advisors. Barclays and Goldman Sachs & Co. are serving as Ralcorp’s financial advisors and Wachtell, Lipton, Rosen & Katz is serving as its legal advisor.