DOW JONES NEWSWIRES
Ralcorp Holdings Inc. (RAH) said Thursday it plans to spin off the company's cereal manufacturer Post Foods, a move the food maker said will allow the businesses to better focus on their brands.
The move also represents an additional rebuff to a takeover effort by ConAgra Foods Inc. (CAG).
"The margin and cash flow profile of Post Foods is quite different than Ralcorp's private brand business, and there are many unique development opportunities for this business," said Ralcorp Chairman William P. Stiritz.
Meanwhile, the company separately offered a weak outlook for the fiscal third quarter and trimmed its full-year view due to lower-than-expected branded cereal volumes and a jump in raw materials for private-branded offerings that outpaced price increases.
Ralcorp's shares slid 4.2% to $83 in after-hours trading, while ConAgra's dropped 5.6% to $24.79.
The move to split Ralcorp comes after the company in May rejected a $4.9 billion buyout offer from ConAgra, which said the $86 a share offer wasn't in the best interest of shareholders. ConAgra had said it remained interested in speaking with Ralcorp about a potential deal. A ConAgra spokeswoman wasn't immediately available to comment on Ralcorp's plan.
Ralcorp intends to complete the separation in four to six months, in which Post Foods--the manufacturer of Honey Bunches of Oats, Grape-Nuts and Post Raisin Bran--will be spun off to Ralcorp shareholders in a tax-free transaction.
Following completion of the transaction, Ralcorp will continue to trade on the New York Stock Exchange and Post Foods also is expected to be listed on the NYSE.
Post Foods is the third-largest branded ready-to-eat cereal manufacturer with net sales of $958 million in the trailing 12 months ended March 31. The segment's profit totaled $223 million for the same period.
Upon completion of the planned separation, Stiritz will serve as chairman of Post Foods while J. Patrick Mulcahy, vice chairman, will serve as chairman of Ralcorp. Co-Chief Executive and President Dave Skarie will retire at the end of the year, while the other co-CEO and president, Kevin Hunt, will solely assume responsibility for those roles upon completion of the separation.
The company has also established a search committee to seek candidates for the role of CEO of Post Foods.
Ralcorp sees adjusted third-quarter earnings of $1.13 to $1.18 a share, below the $1.37 estimate of analysts polled by Thomson Reuters.
For the year, the company now sees adjusted earnings of $5.20 to $5.35 a share, down from its May estimate of $5.45 to $5.55. Ralcorp reiterated that it expects recently accelerated cost-cutting efforts to result in an additional $80 million to $100 million in operating profit over the next three fiscal years.
-By John Kell, Dow Jones Newswires; 212-416-2480; firstname.lastname@example.org