Attached files
file | filename |
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8-K - FORM 8-K - RALCORP HOLDINGS INC /MO | c59317e8vk.htm |
EX-4.5 - EX-4.5 - RALCORP HOLDINGS INC /MO | c59317exv4w5.htm |
EX-4.2 - EX-4.2 - RALCORP HOLDINGS INC /MO | c59317exv4w2.htm |
EX-4.1 - EX-4.1 - RALCORP HOLDINGS INC /MO | c59317exv4w1.htm |
EX-10.1 - EX-10.1 - RALCORP HOLDINGS INC /MO | c59317exv10w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
RALCORP HOLDINGS COMPLETES ACQUISITION OF AMERICAN ITALIAN PASTA COMPANY
St. Louis, MO July 27, 2010 Ralcorp Holdings, Inc. (NYSE: RAH) (Ralcorp) today
announced that it has completed the acquisition of American Italian Pasta Company (AIPC) for a
total purchase price of approximately $1.2 billion, net of cash acquired. With the completion of
the transaction, AIPC is now a wholly-owned subsidiary of Ralcorp and
will report to Kevin J. Hunt,
co-chief executive officer and president of Ralcorp.
Mr. Hunt said, We are pleased to welcome AIPC to the Ralcorp family. We believe this
combination further strengthens our position as a diversified provider of private label and branded
food products.
David P. Skarie, co-chief executive officer and president of Ralcorp, added, Through this
acquisition, we have gained a complementary business with the number one position in private label
dry pasta. AIPC is an important addition to Ralcorp, and we intend to continue to invest in the
combined business for sustainable and profitable growth.
Following the previously announced successful completion of the tender offer by Ralcorp,
through its indirect wholly-owned subsidiary Excelsior Acquisition Co. for all of the outstanding
shares of Class A common stock of AIPC for $53.00 per share in cash, without interest and less any
required withholding tax, Ralcorp completed the acquisition of AIPC through a short-form merger.
Each share of Class A common stock of AIPC not accepted for payment in the tender offer has been
converted into the right to receive $53.00 in cash, without interest and less any required
withholding taxes, the same price paid in the tender offer.
With the closing of the transaction, AIPCs Class A
common stock ceased trading on NASDAQ as of the close of the market on July 27, 2010 and will no longer be listed on NASDAQ.
About Ralcorp Holdings
Ralcorp produces Post-branded cereals, a variety of value brand and store 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.
Ralcorps 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 for cookies, Danishes,
bagels and doughnuts; and dry pasta. For more information about Ralcorp, visit the companys
website at www.Ralcorp.com.
Forward-Looking Statements
This document contains forward-looking statements which are within the safe harbor provisions
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are sometimes identified by their use of terms and phrases such as
will, believes, intends, anticipates, plans, expects, or similar expressions. All
forward-looking statements are subject to a number of important factors, risks, uncertainties and
assumptions that could cause actual results to differ materially from those described in any
forward-looking statements. These factors and risks include, but are not limited to (1) the
ability to effectively manage growth from acquisitions; (2) integration problems, delays or other
related costs; (3) increases in the costs of packaging materials, ingredients, or raw materials;
(4) the ability to successfully implement strategies to reduce costs; (5) competitive pressures
among
branded and private label manufacturers increasing significantly; (6) general economic and
business conditions that adversely affect the company or its suppliers, distributors or customers;
(7) of the ability to retain customers and critical employees; (8) unanticipated changes in laws,
regulations, or other industry standards affecting the company; and (9) those referenced in Item 1A
of Ralcorps Annual Report on Form 10-K for the year ended September 30, 2009, under the heading
Risk Factors.
# # #
Contacts: |
||
Scott D. Monette |
Matt Pudlowski | |
Corporate Vice President, Treasurer and Corporate |
Director of Business Development | |
Development Officer |
(314) 877-7091 | |
(314) 877-7113 |