ConAgra Foods Proposes $4.9 Billion Combination with Ralcorp Holdings (CAG, RAH)

ConAgra Foods, Inc.

, today announced that it has made a proposal to the Ralcorp Holdings, Inc. Board of Directors

to acquire Ralcorp for $86 per share in cash, or approximately $4.9 billion, plus the assumption of $2.5 billion in debt. The proposed transaction would expand ConAgra Foods' presence in the fast-growing private label segment and create the No. 3 U.S. packaged food company, focused on delivering value to customers across both branded and private label. The all-cash proposal to acquire all outstanding common shares of Ralcorp represents a compelling premium of 31.7% to Ralcorp's closing price on March 21, 2011, the day before an initial $82 proposal in cash and stock was sent to Ralcorp by ConAgra Foods; a 24.9% premium to Ralcorp's one-month average closing price as of April 28, 2011, the day prior to recent speculation in the press; and a 20.4% premium to Ralcorp's closing price on April 28, 2011, which was also the stock's 52-week closing high as of that date.