Ralcorp Holdings Completes Acquisition of American Italian Pasta Company

David P. Skarie, co-chief executive officer and president of Ralcorp, added, "Through this acquisition, we have gained a complementary business with the number one position in private label dry pasta.

Jul 28 2010 --- Ralcorp Holdings, Inc. announced that it has completed the acquisition of American Italian Pasta Company (AIPC) for a total purchase price of approximately $1.2 billion, net of cash acquired.  With the completion of the transaction, AIPC is now a wholly-owned subsidiary of Ralcorp and will report to Kevin J. Hunt, co-chief executive officer and president of Ralcorp. 

Mr. Hunt said, "We are pleased to welcome AIPC to the Ralcorp family.  We believe this combination further strengthens our position as a diversified provider of private label and branded food products."

David P. Skarie, co-chief executive officer and president of Ralcorp, added, "Through this acquisition, we have gained a complementary business with the number one position in private label dry pasta.  AIPC is an important addition to Ralcorp, and we intend to continue to invest in the combined business for sustainable and profitable growth."

Following the previously announced successful completion of the tender offer by Ralcorp, through its indirect wholly-owned subsidiary Excelsior Acquisition Co. for all of the outstanding shares of Class A common stock of AIPC for $53.00 per share in cash, without interest and less any required withholding tax, Ralcorp completed the acquisition of AIPC through a short-form merger.  Each share of Class A common stock of AIPC not accepted for payment in the tender offer has been converted into the right to receive $53.00 in cash, without interest and less any required withholding taxes, the same price paid in the tender offer.