Attached files
file | filename |
---|---|
8-K - FORM 8-K - RALCORP HOLDINGS INC /MO | c64500e8vk.htm |
EX-4.1 - EX-4.1 - RALCORP HOLDINGS INC /MO | c64500exv4w1.htm |
EX-3.2 - EX-3.2 - RALCORP HOLDINGS INC /MO | c64500exv3w2.htm |
FOR IMMEDIATE RELEASE
Ralcorp Board of Directors Unanimously Rejects Unsolicited Proposal
from ConAgra; Adopts Shareholder Rights Plan
from ConAgra; Adopts Shareholder Rights Plan
ST. LOUIS, MO, May 4, 2011 Ralcorp Holdings, Inc. (NYSE: RAH) today announced that its
board of directors has unanimously determined that the unsolicited non-binding proposal by ConAgra
Foods (NYSE: CAG) announced today is not in the best interests of shareholders. The board of
directors rejected the proposal after careful
consideration with the assistance of its independent financial and legal advisors.
Ralcorps chairman, William Stiritz, commented, Ralcorp, as an independent company, has a
proven track record of delivering superior results and shareholder value, having delivered total
shareholder returns of 418% over the past 10 years and 114% over the past five years. We are
confident that Ralcorp has a strategic plan and a proven management team that will continue to
generate significant shareholder value in the future. Our board of directors affirms its
commitment to Ralcorp as an independent company.
Ralcorp also announced that its board has adopted a shareholder rights plan, details of which
will be contained in a Form 8-K to be filed with the U.S. Securities and Exchange Commission. The
rights plan is intended to enable all of the companys shareholders to realize the long-term value
of their investment in the Company, and reduce the likelihood that any person or group would gain
control of the company by open market accumulation or otherwise without paying a control premium
for all shares.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act
of 1934, are made throughout this release. These forward-looking statements are sometimes
identified by the use of terms and phrases such as believe, should, would, expect,
project, estimate, anticipate, intend, plan, will, can, may, or similar expressions
elsewhere in this release. 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, general economic conditions, changes in actual or forecasted cash flows,
competitive pressures, future sales volume, significant increases in the costs of certain
commodities, timely implementation of price increases, successful execution of cost saving
strategies, changes in tax laws, integration risks associated with the recent acquisitions, changes
in weighted average shares for diluted EPS, increases in transportation costs, and other financial,
operational and legal risks and uncertainties detailed from time to time in the companys
cautionary statements contained in its filings with the Securities and Exchange Commission. The
company disclaims and does not undertake any obligation to update or revise any forward-looking
statement in this press release.
About Ralcorp Holdings, Inc.
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; and dry pasta. For
more information about Ralcorp, visit the Companys website at www.ralcorp.com.
This communication does not constitute an offer to buy or solicitation of an offer to sell any
securities. No tender offer for the shares of Ralcorp has commenced at this time. If a tender offer
is commenced, Ralcorp may file a solicitation/recommendation statement with the U.S. Securities and
Exchange Commission (SEC). Any solicitation/recommendation statement filed by Ralcorp that is
required to be mailed to shareholders will be mailed to shareholders of Ralcorp. INVESTORS AND
SECURITY HOLDERS OF RALCORP ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by Ralcorp through the web site
maintained by the SEC at http://www.sec.gov, or on Ralcorps website at
www.ralcorp.com.