ST. LOUIS, May 4, 2011 /PRNewswire/ -- Ralcorp Holdings,
Inc. (NYSE: RAH) today announced that its board of directors has
unanimously determined that the unsolicited non-binding proposal by
ConAgra Foods (NYSE: CAG) announced today is not in the best
interests of shareholders. The board of directors rejected
the proposal after careful consideration with the assistance of its
independent financial and legal advisors.
Ralcorp's chairman, William
Stiritz, commented, "Ralcorp, as an independent company, has
a proven track record of delivering superior results and
shareholder value, having delivered total shareholder returns of
418% over the past 10 years and 114% over the past five years.
We are confident that Ralcorp has a strategic plan and a
proven management team that will continue to generate significant
shareholder value in the future. Our board of directors
affirms its commitment to Ralcorp as an independent company."
Ralcorp also announced that its board has adopted a shareholder
rights plan, details of which will be contained in a Form 8-K to be
filed with the U.S. Securities and Exchange Commission. The
rights plan is intended to enable all of the company's shareholders
to realize the long-term value of their investment in the Company,
and reduce the likelihood that any person or group would gain
control of the company by open market accumulation or otherwise
without paying a control premium for all shares.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, are made throughout this
release. These forward-looking statements are sometimes
identified by the use of terms and phrases such as "believe,"
"should," "would," "expect," "project," "estimate," "anticipate,"
"intend," "plan," "will," "can," "may," or similar expressions
elsewhere in this release. All forward-looking statements are
subject to a number of important factors, risks, uncertainties and
assumptions that could cause actual results to differ materially
from those described in any forward-looking statements. These
factors and risks include, but are not limited to, general economic
conditions, changes in actual or forecasted cash flows, competitive
pressures, future sales volume, significant increases in the costs
of certain commodities, timely implementation of price increases,
successful execution of cost saving strategies, changes in tax
laws, integration risks associated with the recent acquisitions,
changes in weighted average shares for diluted EPS, increases in
transportation costs, and other financial, operational and legal
risks and uncertainties detailed from time to time in the company's
cautionary statements contained in its filings with the Securities
and Exchange Commission. The company disclaims and does not
undertake any obligation to update or revise any forward-looking
statement in this press release.
About Ralcorp Holdings, Inc.
Ralcorp produces Post branded cereals, a variety of value brand
and store brand foods sold under the individual labels of various
grocery, mass merchandise and drugstore retailers, and frozen
bakery products sold to in-store bakeries, restaurants and other
foodservice customers. Ralcorp's diversified product mix includes:
ready-to-eat and hot cereals; nutritional and cereal bars; snack
mixes, corn-based chips and extruded corn snack products; crackers
and cookies; snack nuts; chocolate candy; salad dressings;
mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen
griddle products including pancakes, waffles, and French toast;
frozen biscuits and other frozen pre-baked products such as breads
and muffins; frozen dough; and dry pasta. For more information
about Ralcorp, visit the Company's website at www.ralcorp.com.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. No tender offer
for the shares of Ralcorp has commenced at this time. If a tender
offer is commenced, Ralcorp may file a solicitation/recommendation
statement with the U.S. Securities and Exchange Commission ("SEC").
Any solicitation/recommendation statement filed by Ralcorp that is
required to be mailed to shareholders will be mailed to
shareholders of Ralcorp. INVESTORS AND SECURITY HOLDERS OF RALCORP
ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Ralcorp through the web site maintained by the SEC at
http://www.sec.gov, or on Ralcorp's website at
www.ralcorp.com.
SOURCE Ralcorp Holdings, Inc.