CAG ConAgra Brands Inc

ConAgra Foods, Inc. (NYSE:CAG), one of North America's leading packaged food companies, announced it has received notice of an unsolicited "mini-tender" offer, made by TRC Capital Corporation of Ontario, Canada, to purchase up to 3.5 million of ConAgra Foods' common shares, which represents approximately 1.1 percent of the shares outstanding. Shareholders are cautioned that TRC Capital's unsolicited offer of $21.60 per share was approximately 4.5 percent below the $22.61 per share closing price of ConAgra Foods' common shares on Aug. 2, 2005, the day before the offer commenced. ConAgra Foods does not recommend or endorse the offer. ConAgra Foods is not associated with TRC Capital or its offer. TRC Capital has made a number of "mini-tender" offers for the shares of other companies for its profit. Companies receiving such "mini-tenders" from TRC Capital in the past include: General Mills, Del Monte, Albertsons, Sara Lee, Hershey, Kellogg's, Campbell's, Colgate Palmolive, Coca-Cola Enterprise, Union Pacific, Lockheed Martin, among many others. These offers are devised to seek less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission ("SEC"). The SEC has cautioned investors about "mini-tender" offers in an investor alert. Additional information on the risks of "mini-tender" offers can be found on the SEC's web site at: http://www.sec.gov/investor/pubs/minitend.htm. ConAgra Foods advises shareholders to consult their financial advisers and to exercise caution with respect to TRC Capital's offer. The offer is currently scheduled to expire at 12:01 a.m. ET, on Sept. 1, 2005. ConAgra Foods, Inc. (NYSE:CAG), based in Omaha, Neb., is one of North America's largest packaged-food companies, serving consumer grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: ACT II, Armour, Banquet, Blue Bonnet, Butterball, Chef Boyardee, Cook's, Eckrich, Gulden's, Healthy Choice, Hebrew National, Hunt's, Kid Cuisine, Knott's Berry Farm, La Choy, Louis Kemp, Marie Callender's, Orville Redenbacher's, Parkay, Reddi-wip, Slim Jim, PAM, Pemmican, Peter Pan, Snack Pack, Swiss Miss, Van Camp's, Wesson, and many others. For more information, please visit us at www.conagrafoods.com.