Ralcorp Subsidiary Files Amended Form 10 Registration Statement Related to the Planned Separation of the Post Cereal Business

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 seller of ready-to-eat cereals in the U.S.

Dec 27 2011 --- Ralcorp Holdings, Inc. 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, has filed an amendment to its Form 10 Registration Statement with the Securities and Exchange Commission ("SEC").

Ralcorp continues to make progress toward the completion of the separation, which is expected to be completed around the end of January 2012.

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 seller of ready-to-eat cereals in the U.S.  Both companies are 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.  Post has received approval for listing on the New York Stock Exchange, subject to completion of the separation.

In connection with the separation, Ralcorp will receive approximately $900 million from Post.  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 percent of the outstanding shares of Post.

Completion of the separation is subject to the receipt of an Internal Revenue Service tax ruling and/or a 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.