Ralcorp Announces Details of Separation of Post Cereals Business
Ralcorp will complete the separation by distributing at least 80 percent of the outstanding shares of common stock of Post, to holders of Ralcorp common stock of record as of the close of business, Eastern Time, on January 30, 2012 (the "Record Date").
Jan 18 2012 --- Ralcorp Holdings, Inc. announced that its Board of Directors approved the separation of its subsidiary, Post Holdings, Inc. ("Post"), subject to certain conditions referred to below.
"We are pleased with the progress of our separation plans for Ralcorp and Post. The separation will enable both companies to focus on their respective business strategies, while allowing investors to select discrete themes in terms of branded and private-brand foods," said William P. Stiritz, Chairman of Ralcorp's Board of Directors. "The Board's actions reflect our confidence in the underlying strengths of these companies and their ability to create value for shareholders."
Ralcorp will complete the separation by distributing at least 80 percent of the outstanding shares of common stock of Post, to holders of Ralcorp common stock of record as of the close of business, Eastern Time, on January 30, 2012 (the "Record Date"). Each such holder will receive one share of Post common stock for every two shares of Ralcorp common stock held on the Record Date. The distribution will be effective at 11:59 p.m., Eastern Time, on February 3, 2012 (the "Distribution Date"); however, if the conditions have not satisfied or waived on the Distribution Date, the Distribution Date may be extended until the conditions shall be satisfied or waived. Approximately 34.5 million shares of Post common stock are expected to be outstanding immediately following the separation.
No fractional shares of Post common stock will be distributed in connection with the distribution. Fractional shares that Ralcorp shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net proceeds of these sales will be distributed ratably to those shareholders who would otherwise have been entitled to receive fractional shares.
The distribution of Post shares will be made in book-entry form and no action or payment by Ralcorp shareholders is required to receive Post shares. No physical share certificates of Post will be issued. An information statement containing details of the separation and important information about Post will be mailed to Ralcorp shareholders prior to the Distribution Date.
It is intended that the Post separation, as structured, will qualify as a tax-free distribution to Ralcorp shareholders for U.S. federal tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Ralcorp shareholders should consult their tax advisers with respect to U.S. federal, state, local and foreign tax consequences of the Post separation.
Ralcorp shares will continue to trade "regular way" on the NYSE under the symbol "RAH" through and after the February 3, 2012 Distribution Date. Any holders of shares of Ralcorp common stock who sell Ralcorp shares regular way on or before February 3, 2012, will also be selling their right to receive shares of Post common stock. In addition, it is anticipated that Ralcorp shares will trade ex-distribution (without the right to receive shares of Post common stock) on or about January 26, 2012, and continue through the Distribution Date under the symbol "RAH WI." Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling Ralcorp common stock on or before the Distribution Date.
