Ralcorp Completes Separation of Post Cereals Business

Following this separation, Ralcorp will be the leading producer of private-brand foods in the United States and a major producer of foodservice products.

Feb 7 2012 --- Ralcorp Holdings, Inc. announced that it has completed the previously announced separation of Post Holdings, Inc. through a tax-free spin-off to Ralcorp shareholders. Ralcorp shareholders of record, as of the close of business on January 30, 2012 (the "Record Date"), received one share of Post common stock for every two shares of Ralcorp common stock held on the Record Date.

"I am excited to announce the completion of this spin-off and the beginning of a new chapter for Ralcorp.  Going forward, Ralcorp will be able to place even greater focus on expanding our private-brand market positions and driving the best possible performance for our businesses," said Kevin Hunt, Chief Executive Officer and President of Ralcorp.  "We believe the separation unlocks value for shareholders and best positions both Ralcorp and Post for future success."

Following this separation, Ralcorp will be the leading producer of private-brand foods in the United States and a major producer of foodservice products.  The Company plans to leverage the growth opportunities and advantageous market dynamics in the private-brand food industry.

The distribution was effective February 3, 2012, at 11:59 p.m., Eastern Time.  Approximately 34.4 million shares of Post common stock were outstanding immediately following the separation.

No fractional shares of Post common stock were distributed in connection with the spin-off.  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.

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.