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Press release from Business Wire

ConAgra Foods, Inc. Announces Cash Tender Offers and Consent Solicitations for Certain Ralcorp Notes

Friday, December 28, 2012

ConAgra Foods, Inc. Announces Cash Tender Offers and Consent Solicitations for Certain Ralcorp Notes17:20 EST Friday, December 28, 2012 OMAHA, Neb. (Business Wire) -- ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) today announced that it has commenced, subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement dated December 28, 2012 (the “Offer to Purchase and Consent Solicitation Statement”), tender offers to purchase for cash (each, a “Tender Offer” and, collectively, the “Tender Offers”) any and all Floating Rate Notes due August 15, 2018 (the “Floating Rate Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”), 7.29% Notes due August 15, 2018 (the “2018 Notes”) issued by Ralcorp, and 7.39% Notes due August 15, 2020 (the “2020 Notes” and, together with the Floating Rate Notes and the 2018 Notes, the “Notes”) issued by Ralcorp. In conjunction with the Tender Offers, ConAgra is also soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture (the “Ralcorp Indenture”) under which the Notes were issued that would eliminate certain covenants, restrictive provisions and events of default. The Tender Offers are not conditioned on receipt of requisite consents in the Consent Solicitations and ConAgra Foods may complete the Tender Offers even if valid consents sufficient to effect the proposed amendments to the Ralcorp Indenture are not received. The Tender Offers and Consent Solicitations are being made in connection with the merger agreement, dated as of November 26, 2012 (the “Merger Agreement”), by and among ConAgra Foods, Phoenix Acquisition Sub Inc., a wholly owned subsidiary of ConAgra Foods, and Ralcorp, pursuant to which ConAgra Foods has agreed to acquire Ralcorp (the “Acquisition”). On December 28, 2012, Ralcorp began mailing its definitive proxy statement to its shareholders in connection with the special meeting of shareholders called to vote on the approval of the Acquisition, which is scheduled to be held on January 29, 2013. The parties' obligations to complete the Acquisition are conditioned upon (i) the receipt of antitrust approvals in the United States and Canada, (ii) approval of the Merger Agreement by the holders of two-thirds of the outstanding shares of Ralcorp common stock and (iii) certain other customary closing conditions. Consummation of the Acquisition is not subject to a financing condition and is not subject to the completion of the Tender Offers and Consent Solicitations. Holders who validly tender their Notes at or prior to 5 p.m., New York City time, on January 14, 2013, unless extended (the “Early Tender Date”) will be eligible to receive the applicable “Total Consideration” (as set forth below), which includes the applicable early tender payment set forth below (the “Early Tender Payment”) for all such Notes that are accepted on the Settlement Date (as defined below). For Notes validly tendered after the Early Tender Date but prior 5 p.m., New York City time, on January 29, 2013, unless extended (the “Expiration Date”), holders of Notes will be eligible to receive only the applicable Total Consideration less the applicable Early Tender Payment (the “Tender Consideration”) on the Settlement Date. The following table summarizes terms material to the determination of the Total Consideration to be received in the Tender Offers and Consent Solicitations per $1,000 principal amount of any and all of (i) the Floating Rate Notes, (ii) the 2018 Notes and (iii) the 2020 Notes validly tendered and not withdrawn prior to the Early Tender Date:                   FixedPrincipal AmountEarly TenderSpread(2)/CUSIP No./ISINSeries of NotesOutstandingPayment(1)(2)Fixed Price(1) 751028AB7 / US751028AB78 Floating Rate Notes due 2018 $20,000,000 $30 $1,012.50 751028AA9 / US751028AA95 7.29% Notes due 2018 $577,500,000 $30 50 bps 751028AC5 / US751028AC51 7.39% Notes due 2020 $67,000,000 $30 50 bps   (1) Per $1,000 principal amount of Notes. The Total Consideration offered for the Floating Rate Notes (as defined below) is the applicable fixed price, which includes the applicable Early Tender Payment. (2) The Total Consideration offered for the 2018 Notes and 2020 Notes (as defined below) will be calculated with reference to the applicable fixed spread and includes the applicable Early Tender Payment. For each $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date and accepted for payment pursuant to the Tender Offers, Holders will be eligible to receive the total consideration (the “Total Consideration”) equal to: (1) with respect to the Floating Rate Notes, $1,012.50; and (2) with respect to each of the 2018 Notes and the 2020 Notes (each a “Series of Notes”) a price equal to (i) the present value on the Settlement Date (as defined below) of (a) the principal amount of such series of Notes payable on the maturity date of such Series of Notes, plus (b) all required remaining scheduled interest payments due on such Series of Notes through such maturity date, computed using a discount rate equal to the applicable Treasury Rate (as defined below) for such Series of Notes, plus 50 bps (the “Fixed Spread”), minus (ii) accrued and unpaid interest to, but not including, the Settlement Date, such price being rounded to the nearest $0.01 per $1,000 principal amount of Notes. “Treasury Rate” means the yield to maturity of the United States Treasury securities with a constant maturity most nearly equal to the period from the Settlement Date to the maturity date of the 2018 Notes or the 2020 Notes, as applicable, as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available as of the second business day prior to the Early Tender Date. In addition to the Tender Consideration or Total Consideration, as applicable, ConAgra Foods will pay accrued and unpaid interest on the Notes accepted in the Tender Offers and Consent Solicitations from the latest interest payment date to, but not including, the date such Notes are accepted for payment (any date of such payment, a “Settlement Date”), which will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date. Holders of Notes who desire to tender their Notes must consent to the proposed amendments to the Ralcorp Indenture and holders may not deliver consents to the proposed amendments without tendering their related Notes. If a holder tenders Notes in a Tender Offer, such holder will be deemed to consent, with respect to the principal amount of such tendered Notes, to the amendment of the Ralcorp Indenture. Tenders of Notes may not be withdrawn after 5 p.m., New York City time, on January 14, 2013, unless extended. If the holders of at least a majority in aggregate principal amount of the Notes outstanding deliver consents, Ralcorp will execute a supplemental indenture, effective as of the Settlement Date, effecting the proposed amendments to the Ralcorp Indenture. Each Tender Offer and Consent Solicitation is subject to the satisfaction of certain conditions, set forth in the Offer to Purchase and Consent Solicitation Statement including, among other things, the consummation of the Acquisition. None of the Tender Offers and none of the Consent Solicitations is conditioned on the completion of any other Offer or Consent Solicitation. In addition, ConAgra Foods may amend the terms of any of the Tender Offers and any of the Consent Solicitations without amending the terms of any other Offer or Consent Solicitation. The complete terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the tender and information agent in connection with the Tender Offers and Consent Solicitations, at (866) 389-1500 (U.S. toll-free) or (212) 430-3774 (banks and brokers). BofA Merrill Lynch is the exclusive dealer manager and solicitation agent for the Tender Offers and Consent Solicitations. Additional information concerning the Tender Offers and Consent Solicitations may be obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at (980) 388-3646 (collect) or (888) 292-0070 (U.S. toll-free). This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers and Consent Solicitations are being made solely pursuant to the Tender Offer and Consent Solicitation Statement and related transmittal documents. About ConAgra Foods ConAgra Foods is one of North America's leading food companies, with consumer brands in 97% of America's households and sold 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, visit www.conagrafoods.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This 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 are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding expected synergies and benefits of the Acquisition, expectations about future business plans, prospective performance and opportunities, regulatory approvals and the expected timing of the completion of the Acquisition. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in or by such forward-looking statements. These risks and uncertainties include, but are not limited to, the satisfaction of conditions to the Tender Offers and Consent Solicitations; the timing to consummate the Acquisition; the ability and timing to obtain required regulatory approvals and satisfy other closing conditions in connection with the Acquisition, including the approval of Ralcorp's shareholders; the company's ability to realize the synergies contemplated by the potential transaction; the company's ability to promptly and effectively integrate the businesses of Ralcorp and ConAgra Foods'; availability and prices of raw materials, including any negative effects caused by inflation and adverse weather conditions; the effectiveness of its product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; the company's ability to execute its operating and restructuring plans; the success of the company's innovation, marketing, including increased marketing investments, and cost-saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of the company's product recalls; access to capital; the company's success in effectively and efficiently integrating its acquisitions, actions of governments and regulatory factors affecting the company's businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company's common stock, if any; and other risks described in the company's reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made. A copy of all annual and quarterly reports, current reports material to holders and any current amendment or supplement to the Offer to Purchase and Consent Solicitation Statement may be obtained from the tender and information agent, Global Bondholder Services Corporation, at (866) 407-3900 (toll-free) or (212) 430-3774 (banks and brokers). ConAgra Foods, Inc.MediaTeresa Paulsen, 402-240-5210Teresa.Paulsen@conagrafoods.comorAnalystsChris Klinefelter, 402-240-4154Chris.Klinefelter@conagrafoods.com