ConAgra Foods Emphasizes Strong Value of $94 Per Share All-Cash Proposal to Acquire Ralcorp Holdings, Inc.

The proposal represents a nearly 10% increase from the all-cash $86 per share proposal that ConAgra Foods presented to Ralcorp in May.

Aug 15 2011 --- ConAgra Foods, Inc., confirmed that on Thursday, August 11, 2011, it sent a revised proposal to the Board of Directors of Ralcorp Holdings, Inc. to acquire the company for $94.00 per share in cash and stated that it looked forward to private and constructive discussions. The proposal represents a nearly 10% increase from the all-cash $86 per share proposal that ConAgra Foods presented to Ralcorp in May. Contrary to its shareholders' best interests, Ralcorp rejected the revised proposal within 24 hours and with no discussions with ConAgra Foods.

"We are extremely disappointed by Ralcorp's summary rejection of our strong proposal and its repeated refusals to explore this opportunity for its shareholders," said Gary Rodkin, chief executive officer of ConAgra Foods.

ConAgra Foods notes that Ralcorp's spin-off plan, which Ralcorp reaffirmed in its current press release, does not provide competitive value to Ralcorp's shareholders relative to ConAgra Foods' proposal. In contrast to the uncertainty related to the proposed spin-off, ConAgra Foods' all-cash $94 per share proposal provides Ralcorp's shareholders with certainty and upfront value.

ConAgra Foods' $94 per share proposal represents:

* a 44% premium to Ralcorp's closing price on March 21, 2011, the last business day prior to ConAgra Foods' initial letter in March; and
* a 37% premium to Ralcorp's one-month average closing price as of April 28, 2011, the day prior to press speculation on its initial proposal.

ConAgra Foods will continue to consider its options with respect to this potential transaction and has no further comment at this time.