Ralcorp Board of Directors Reiterates Unanimous Rejection of Unsolicited Proposal From ConAgra

ST. LOUIS, Sept. 19, 2011 /PRNewswire/ -- Ralcorp Holdings, Inc. (NYSE: RAH) today announced that its Board of Directors has met again to consider the unsolicited, non-binding proposal from ConAgra Foods (NYSE: CAG) to acquire Ralcorp for $94.00 per share in cash.  After careful consideration, with the assistance of the Company's financial and legal advisors, the Board has unanimously reiterated its rejection of ConAgra's proposal to acquire Ralcorp and determined not to enter into negotiations with respect to that proposal.

William P. Stiritz, Ralcorp's Chairman, said, "Ralcorp has an established and strong track record of creating superior value for shareholders.  Our private label business has been enormously successful and is well positioned for the future.  The Ralcorp team, under Kevin Hunt's leadership following Dave Skarie's retirement at year end, will continue to aggressively pursue and execute the same strategies that have created an outstanding record of value creation for Ralcorp shareholders.

"Post Foods is on track to be spun off to Ralcorp shareholders, at which time I will become Chairman of the Board of the new Post Foods.  Post Foods' main asset is its great brand name – it has untapped potential.  Looking forward, the management of this valuable asset will not be a combination of the past, but rather it will be creative, imaginative and adaptive in pursuit of shareholder value creation – nothing is off the table.  I look forward to spending 100% of my time for as long as it takes to ensure that Post Foods meets its potential with a solid record of success."

The Ralcorp Board believes that the previously announced separation of Post Foods from Ralcorp will unlock significant value for shareholders, and the Company is continuing to execute on the separation plan.

The Board believes that, as independent companies, Ralcorp and Post Foods will be better positioned to focus on strategies specific to each of their particular businesses by operating as pure play independent public companies with distinct financial profiles, capital structures appropriate for their respective businesses and their own equity currencies.  Ralcorp expects that the separation will allow it to enhance its position as a growth through acquisition private brand leader with a diverse product, customer and input array, while operating low-cost, efficient and safe manufacturing facilities.  Ralcorp also expects that, following the separation, Post Foods will continue to grow its most important brands while maintaining strong EBITDA margins and free cash flow.

Ralcorp expects to file its Form 10 Registration Statement with the Securities and Exchange Commission shortly.

About Ralcorp Holdings, Inc.

Ralcorp produces Post branded cereals, 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 dough; and dry pasta. For more information about Ralcorp, visit the Company's website at www.ralcorp.com.

SOURCE Ralcorp Holdings, Inc.



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