Acquisition of Ralcorp Holdings, Inc. by ConAgra Foods, Inc. May Not Be in Ralcorp's Shareholders' Best Interests

Nov 29, 2012, 14:52 ET from Robbins Umeda LLP

SAN DIEGO and ST. LOUIS, Nov. 29, 2012 /PRNewswire/ -- Shareholder rights attorneys at Robbins Umeda LLP are investigating possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Ralcorp Holdings, Inc. (NYSE: RAH) in connection with their efforts to sell the company to ConAgra Foods, Inc. (NYSE: CAG).  


On November 27, 2012, Ralcorp and ConAgra announced they had entered into a definitive merger agreement under which ConAgra will acquire Ralcorp through an all cash tender offer with a total value of $6.8 billion, including the assumption of debt. Ralcorp shareholders will receive $90.00 per share.  The transaction is expected to close by March 31, 2013.

The Board of Directors' Actions May Prevent Ralcorp Shareholders from Receiving the Maximum Value for Their Stock

Robbins Umeda LLP's investigation focuses on whether the board of directors at Ralcorp is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.  On November 27, 2012, Ralcorp reported its fourth quarter and fiscal 2012 financial results reflecting an 8% increase in net sales for the quarter and 14% for the year. Moreover, adjusted earnings per share for fiscal for the fourth quarter was $0.97 compared to analyst estimates of $0.87. Given these financials, the firm is examining the board of directors' decision to sell Ralcorp now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.  

Ralcorp shareholders have the option to file a class action lawsuit against the company to secure the best possible price for shareholders and the disclosure of material information so shareholders can vote on the transaction in an informed manner.  Ralcorp shareholders interested in information about their rights and potential remedies can contact Darnell R. Donahue at (800) 350-6003,, or via the shareholder information form on the firm's website.

Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to

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Contact: Robbins Umeda LLP Darnell R. Donahue (619) 525-3990 or Toll Free (800) 350-6003

SOURCE Robbins Umeda LLP