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Press release from Business Wire

ConAgra Foods Withdraws Its $94 Per Share All-Cash Proposal to Acquire Ralcorp Holdings

Monday, September 19, 2011

ConAgra Foods Withdraws Its $94 Per Share All-Cash Proposal to Acquire Ralcorp Holdings17:02 EDT Monday, September 19, 2011 OMAHA, Neb. (Business Wire) -- ConAgra Foods today announced the withdrawal of its $94 per share, all-cash proposal to acquire Ralcorp Holdings, Inc. (NYSE: RAH). This follows Ralcorp's failure to enter into a constructive dialogue with ConAgra Foods regarding its all-cash proposal for Ralcorp by the designated deadline of 5:00pm Eastern time on September 19, 2011. About ConAgra Foods ConAgra Foods, Inc., (NYSE:CAG) is one of North America's leading food companies, with brands in 97 percent of America's households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt's, Marie Callender's, Orville Redenbacher's, PAM, Peter Pan, Reddi-wip, Slim Jim, Snack Pack and many other ConAgra Foods brands in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at www.conagrafoods.com. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on ConAgra Foods' current expectations and they include, among others, statements regarding expected synergies and benefits of a potential combination of ConAgra Foods and Ralcorp Holdings. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include the timing to consummate a potential transaction between ConAgra Foods and Ralcorp Holdings, the ability and timing to obtain required regulatory approvals, ConAgra Foods' ability to realize the synergies contemplated by a potential transaction, ConAgra Foods' ability to promptly and effectively integrate the businesses of Ralcorp Holdings and ConAgra Foods and those risks and uncertainties discussed in ConAgra Foods' filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release. ConAgra Foods does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this press release. MediaConAgra Foods, Inc.Teresa Paulsen, 402-240-5210Vice President, Corporate CommunicationorBrunswick GroupSteve Lipin / Gemma Hart212-333-3810orAnalystsConAgra Foods, Inc.Chris Klinefelter, 402-240-4154Vice President, Investor Relationswww.conagrafoods.com