Ralcorp Files to Spin-Off Post Business

Ralcorp Holdings, Inc. announced that its Chairman, William P. Stiritz, will serve as Chief Executive Officer of Post Holdings following the previously announced separation of Ralcorp and the Post cereal business.

Sep 27 2011 --- Ralcorp Holdings, Inc. has announced that, in connection with its previously announced plan to separate Ralcorp and the Post cereal business, Post Holdings, Inc., a wholly-owned subsidiary of Ralcorp, it has filed its initial Form 10 Registration Statement with the Securities and Exchange Commission (SEC).

"This filing represents an important milestone in the process to separate Ralcorp and Post," said William P. Stiritz, Chairman of Ralcorp. "We believe that separating Post from Ralcorp will better allow each company to focus on strategies specific to their particular businesses, thereby unlocking significant value for our shareholders. Ralcorp's strategic plan will focus on enhancing its position as a growth through acquisition private brand leader with a diverse product, customer and input array, while dedicating itself to operating low-cost, efficient and safe manufacturing facilities. Post's strategic plan will focus on its most important brands and maintaining its best in class EBITDA margins and free cash flow profile. Post's main asset is its great brand name and we look forward to managing this valuable asset in a creative, imaginative and adaptive manner to enhance shareholder value. We firmly believe this plan will allow us to realize significant benefits for each company and our shareholders."

Under the plan announced on July 14, 2011, Ralcorp intends to execute a tax-free spin-off of the Post cereal business to Ralcorp shareholders. Upon completion of the transaction, Ralcorp will continue to be the leading producer of private brand foods and a major producer of foodservice products, and Post will be the third largest branded ready-to-eat cereal manufacturer in the U.S. Each company is expected to benefit by operating as pure play independent public companies with distinct financial profiles, capital structures appropriate for their respective businesses and their own equity currencies. Ralcorp will continue to trade on the New York Stock Exchange, and Post intends to apply for listing on the New York Stock Exchange.

As part of the separation, Post will issue approximately $1.1 billion of debt with the net cash proceeds of approximately $1.0 billion going to Ralcorp. Ralcorp's Board of Directors intends to use these proceeds to reduce debt, aggressively pursue private brand acquisitions and pursue additional share repurchases under the Company's remaining share repurchase authorization of approximately five million shares. In addition, Ralcorp expects to retain up to 20% of the outstanding shares of Post, which it intends to subsequently dispose of in a tax-free manner.

In connection with the separation, Ralcorp has submitted a private-letter tax ruling request with the IRS, seeking confirmation as to the generally tax-free nature of the transactions related to the separation.

The separation is on pace to be completed near year end. Completion of the separation is subject to the receipt of the Internal Revenue Service tax ruling and/or satisfactory legal opinion as to the tax-free nature of the transaction, final approval by the Ralcorp Board of Directors, declaration of effectiveness of the Form 10 Registration Statement filed with the SEC, and other customary conditions. The transaction does not require approval from Ralcorp shareholders.

Ralcorp Holdings, Inc. announced that its Chairman, William P. Stiritz, will serve as Chief Executive Officer of Post Holdings following the previously announced separation of Ralcorp and the Post cereal business. As previously announced, Mr. Stiritz will also serve as Chairman of the Board of Post Holdings.

"I am excited to lead Post forward and strongly believe in its future as an independent public company," Mr. Stiritz said. "As we work through the separation process, we continue to plan for the future of Post, including its strategy, financing, marketing and other core corporate functions necessary to succeed. We remain fully committed to growing the brand and taking the steps necessary to create enhanced shareholder value."

Mr. Stiritz added, "Thanks to the diligent efforts of the Ralcorp management team, the separation of Post continues to move forward and is on pace to be completed near year end. To ensure a smooth transition, I will continue to be intimately involved in the separation process."

Ralcorp also announced that James L. Holbrook will join Post Holdings as Executive Vice President, Marketing, effective October 3, 2011. Most recently, Mr. Holbrook served as Chief Executive Officer of EMAK Worldwide, a family of marketing agencies including Upshot, Equity Marketing and Neighbor. Previously, Mr. Holbrook served in a variety of marketing positions at Ralston Purina Company (now Nestle Purina) where he launched the Purina O.N.E. line of products and led the Purina/Wal-Mart sales team, growing revenues from $30 million to $300 million in three years. The Company intends to announce the remaining Post executive management team, including Chief Financial Officer and Chief Operating Officer, by the end of the year.