Ralcorp Board of Directors Unanimously Rejects Revised, Unsolicited Proposal From ConAgra

Aug 12, 2011, 18:12 ET from Ralcorp Holdings, Inc.

ST. LOUIS, Aug. 12, 2011 /PRNewswire/ -- On August 11, 2011, Ralcorp Holdings, Inc. (NYSE: RAH) received a letter from ConAgra Foods (NYSE: CAG) with a non-binding proposal to combine the two companies at $94.00 per share in cash.  The Ralcorp Board of Directors carefully reviewed the proposal, unanimously determined that it is not in the best interests of Ralcorp and its shareholders and has sent the following response:

August 12, 2011

ConAgra Foods, Inc. One ConAgra Drive Omaha, Nebraska  68102 Attention: Gary M. Rodkin, Chief Executive Officer

Dear Mr. Rodkin:

I received your letter dated August 11th and have discussed it with our Board of Directors.

Ralcorp has a very strong track record of creating superior long term shareholder value.  After careful review, our Board of Directors has determined that the separation of Post Foods from Ralcorp will better allow each company to focus on strategies specific to their particular businesses, thereby unlocking additional significant value for our shareholders.

We are firmly committed to this plan and therefore, we have unanimously determined that we have nothing further to discuss.


/s/ William P. Stiritz Chairman of the Board

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.

Contact: Matt Pudlowski Director, Business Development (314) 877-7091

Joele Frank / James Golden Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449

SOURCE Ralcorp Holdings, Inc.