ConAgra to Acquire International Home Foods In $2.9 Billion Deal

Jun 23, 2000, 01:00 ET from ConAgra, Inc.

    OMAHA, Neb., and PARSIPPANY, N.J., June 23 /PRNewswire/ -- ConAgra, Inc.
 (NYSE:   CAG), one of the world's largest branded foods companies, and
 International Home Foods, Inc. (NYSE:   IHF), today announced that ConAgra and
 International Home Foods have signed a definitive agreement for ConAgra to
 acquire International Home Foods, maker of Chef Boyardee pasta products, PAM
 cooking spray, and Gulden's Mustard.
     International Home Foods shareholders will receive $22 per share, half of
 which will be paid in cash and half of which will be paid in ConAgra stock.
 The stock portion of the consideration is subject to adjustment based on the
 trading price of ConAgra stock prior to the closing of the transaction.  The
 transaction is valued at approximately $2.9 billion, consisting of the
 consideration above and the assumption of $1.3 billion of debt.
     Upon completion of the acquisition, International Home Foods' brands will
 join such well-known consumer names as Healthy Choice, Butterball, Orville
 Redenbacher, and Swiss Miss as part of ConAgra's packaged foods business.
 ConAgra currently owns some 100 consumer brands, including 27 brands with
 annual retail sales of more than $100 million.  International Home Foods
 brings numerous brands to ConAgra's portfolio, six of which individually have
 retail sales in excess of $100 million.
     Bruce Rohde, ConAgra's chairman and chief executive officer, said, "This
 is an excellent opportunity for ConAgra and International Home Foods to
 combine for the benefit of both companies' shareholders.  ConAgra and
 International Home Foods share an entrepreneurial culture with a strong focus
 on building profitable brands.  This combination offers attainable synergies,
 and we expect it to be accretive to earnings in year one."
     C. Dean Metropoulos, International Home Foods chairman and chief executive
 officer, said, "Combining International Home Foods' strong retail portfolio
 with ConAgra is a sound business decision that will provide International Home
 Foods' brands with further growth opportunities and scale.  Both of our
 companies have produced strong financial results and believe in supporting and
 investing in their brands, people and customers.  We expect this transaction
 to build substantial long-term value for both ConAgra and International Home
 Foods shareholders."
     Commenting on the fit between the two businesses, Rohde said ConAgra's
 alignment of its resources by customer channel and its focus on delivering
 innovative, value-added products to the consumer fits nicely with
 International Home Foods' strategy.  He added, "A series of recent strategic
 acquisitions has made ConAgra the second-largest retail food supplier in North
 America.  We believe the addition of International Home Foods' powerful
 product portfolio will immediately create value in the same way the recent
 acquisitions of Slim Jim, Parkay, and Egg Beaters have done."
     "This is a win-win for the shareholders of both companies.  This
 combination will create a company with $28 billion in sales, strong growth
 prospects and attractive operating synergies.  Through Operation Overdrive, we
 have increased operating efficiencies and organized our resources in a way
 that will allow us to effectively integrate International Home Foods.  That is
 why we can offer International Home Foods shareholders a substantial premium
 and still target our long-term trendline of double-digit earnings growth,"
 Rohde said.
     The portion of the acquisition price paid with ConAgra stock will be
 determined by dividing $11 by an average of ConAgra stock price for a fixed
 period prior to the closing, but will be no more than .61 shares nor less than
 .50 shares for each International Home Foods share.
     The acquisition, which is subject to approval by International Home Foods
 shareholders, regulatory approvals, and other customary closing conditions, is
 expected to close in the third quarter of calendar 2000.  C. Dean Metropoulos
 and certain investment partnerships controlled by Hicks, Muse, Tate & Furst
 Incorporated, holders of an aggregate of approximately 43% of the
 International Home Foods shares, have entered into agreements to vote for the
 merger.  Additional transaction details will be disclosed in connection with
 International Home Foods' filing of proxy materials related to the shareholder
     ConAgra, Inc. is a $25-billion-plus food company, and is North America's
 largest foodservice manufacturer and second-largest retail food supplier.
     International Home Foods, Inc. is a nationally prominent manufacturer,
 distributor and marketer of food products.  Its significant established brands
 include Chef Boyardee pasta products, PAM cooking spray, Bumble Bee seafood,
 and Gulden's mustard.  International Home Foods was formed in Nov. 1996
 through the acquisition of the food business of American Home Products by
 Hicks, Muse, Tate & Furst and C. Dean Metropoulos & Co., Hicks Muse's
 exclusive management affiliate for investments in the food and consumer
 products industries.
     Additional Information
     Stockholders of International Home Foods and other investors are urged to
 read the proxy statement/prospectus that will be included in the Registration
 Statement on Form S-4 to be filed with the U.S. Securities and Exchange
 Commission in connection with the proposed merger.  The proxy
 statement/prospectus will contain important information about ConAgra,
 International Home Foods and the acquisition and about persons soliciting
 proxies in the acquisition, including officers and directors of International
 Home Foods, and their interest in the acquisition.
     After it is filed with the SEC, investors may obtain a free copy of the
 proxy statement/prospectus on the SEC's website ( ).  A
 proxy statement/prospectus with respect to the proposed merger will also be
 made available for free to International Home Foods stockholders by
 International Home Foods and ConAgra.
     ConAgra and International Home Foods also file annual, quarterly and
 special reports, proxy statement and other information with the SEC.
 Investors may read and copy any reports, statements or other information filed
 by each company on the SEC's website ( ) or at the SEC's
 public reference rooms at 450 Fifth Street N.W., Washington, D.C. 20549.
 Please call the SEC at 1-800-SEC-0330 for further information on public
 reference rooms.
     Note on Forward-Looking Statements
     This press release contains forward-looking statements that reflect
 current views and estimates of ConAgra's management and International Home
 Foods' management of future economic circumstances, industry conditions,
 company performance and financial results.  The statements are based on many
 assumptions and factors including availability and prices of raw materials,
 product pricing, competitive environment and related market conditions,
 operating efficiencies, access to capital and actions of governments. Any
 changes in such assumptions or factors could produce significantly different

SOURCE ConAgra, Inc.