ST. LOUIS, Sept. 19, 2011 /PRNewswire/ -- Ralcorp Holdings,
Inc. (NYSE: RAH) today announced that its Board of Directors has
met again to consider the unsolicited, non-binding proposal from
ConAgra Foods (NYSE: CAG) to acquire Ralcorp for $94.00 per share in cash. After careful
consideration, with the assistance of the Company's financial and
legal advisors, the Board has unanimously reiterated its rejection
of ConAgra's proposal to acquire Ralcorp and determined not to
enter into negotiations with respect to that proposal.
William P. Stiritz, Ralcorp's
Chairman, said, "Ralcorp has an established and strong track record
of creating superior value for shareholders. Our private
label business has been enormously successful and is well
positioned for the future. The Ralcorp team, under
Kevin Hunt's leadership following
Dave Skarie's retirement at year
end, will continue to aggressively pursue and execute the same
strategies that have created an outstanding record of value
creation for Ralcorp shareholders.
"Post Foods is on track to be spun off to Ralcorp shareholders,
at which time I will become Chairman of the Board of the new Post
Foods. Post Foods' main asset is its great brand name – it
has untapped potential. Looking forward, the management of
this valuable asset will not be a combination of the past, but
rather it will be creative, imaginative and adaptive in pursuit of
shareholder value creation – nothing is off the table. I look
forward to spending 100% of my time for as long as it takes to
ensure that Post Foods meets its potential with a solid record of
success."
The Ralcorp Board believes that the previously announced
separation of Post Foods from Ralcorp will unlock significant value
for shareholders, and the Company is continuing to execute on the
separation plan.
The Board believes that, as independent companies, Ralcorp and
Post Foods will be better positioned to focus on strategies
specific to each of their particular businesses 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 expects
that the separation will allow it to enhance its position as a
growth through acquisition private brand leader with a diverse
product, customer and input array, while operating low-cost,
efficient and safe manufacturing facilities. Ralcorp also
expects that, following the separation, Post Foods will continue to
grow its most important brands while maintaining strong EBITDA
margins and free cash flow.
Ralcorp expects to file its Form 10 Registration Statement with
the Securities and Exchange Commission shortly.
About Ralcorp Holdings, Inc.
Ralcorp produces Post branded cereals, a variety of
private-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.
SOURCE Ralcorp Holdings, Inc.