OMAHA, Neb. & ST. LOUIS--(BUSINESS WIRE)--ConAgra Foods, Inc. (NYSE: CAG) and Ralcorp Holdings, Inc. (NYSE: RAH) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the previously-announced acquisition of Ralcorp by ConAgra Foods, expired on Thursday, January 10, 2013. The expiration of the waiting period satisfies one of the conditions to the consummation of the transaction. The transaction remains subject to certain other closing conditions, including approval by Ralcorp’s shareholders.
About ConAgra Foods, Inc.
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.
About Ralcorp Holdings, Inc.
Ralcorp produces 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 and refrigerated doughs; dry
pasta; and frozen pasta meals. For more information about Ralcorp, visit
the Company’s website at www.ralcorp.com.
Cautionary Statement Regarding Forward-Looking Statements
This
press release contains 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 the expected timing of the completion of the
transaction. These forward-looking statements may be identified by the
use of words such as “expect,” “anticipate,” “believe,” “estimate,”
“potential,” “should” or similar words. 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; the ability and timing to
obtain required regulatory approvals and satisfy other closing
conditions, including the approval of Ralcorp’s shareholders; and other
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 speak only as of the date they are made. ConAgra Foods
disclaims any obligation to update or revise statements contained in
this press release to reflect future events or circumstances or
otherwise.
Additional Information and Where to Find It
In connection
with the proposed transaction, Ralcorp filed a definitive proxy
statement with the SEC on December 28, 2012. Ralcorp and ConAgra Foods
may file with the SEC other documents regarding the proposed
transaction. The definitive proxy statement contains important
information about the proposed transaction. RALCORP SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION IN ITS ENTIRETY AND TO READ ANY OTHER RELEVANT DOCUMENTS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. The
definitive proxy statement was mailed to Ralcorp’s stockholders on or
about December 28, 2012. The definitive proxy statement, and any other
documents filed by Ralcorp or ConAgra Foods with the SEC, may be
obtained free of charge at the SEC’s website, at www.sec.gov.
In addition, security holders may obtain free copies of the definitive
proxy statement from Ralcorp by written or telephonic request directed
to Ralcorp Holdings, Inc., 800 Market Street, St. Louis, Missouri 63101,
Attention: Corporate Secretary, telephone (314) 877-7046, or on the
Investor Relations page of Ralcorp’s corporate website at www.ralcorp.com.
Participants in the Solicitation
Ralcorp and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Ralcorp shareholders in connection with the
proposed merger. Information about Ralcorp’s directors and executive
officers is set forth in its proxy statement for its 2012 Annual Meeting
of Shareholders, which was filed with the SEC on January 13, 2012, and
its Annual Report on Form 10-K for the year ended September 30, 2012,
which was filed with the SEC on November 29, 2012. These documents are
available free of charge at the SEC’s website at www.sec.gov,
and by mail at Attention: Investor Relations, 800 Market Street, St.
Louis, Missouri 63101, or by going to Ralcorp’s Investor Relations page
on its corporate website at www.ralcorp.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed merger is
included in the definitive proxy statement filed by Ralcorp with the SEC
on December 28, 2012.