ConAgra Foods, Inc. Announces Exchange Offers and Consent Solicitations for Certain Ralcorp Notes

  ConAgra Foods, Inc. Announces Exchange Offers and Consent Solicitations for
  Certain Ralcorp Notes

Business Wire

OMAHA, Neb. -- December 28, 2012

ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra Foods") today announced that it has
commenced, subject to the terms and conditions set forth in the offering
memorandum and consent solicitation statement dated December 28, 2012 (the
"Offering Memorandum and Consent Solicitation Statement"), an offer to
exchange (the "2020 Notes Exchange Offer") any and all 4.950% Notes due
August15, 2020 (the "Existing Ralcorp 2020 Notes") issued by Ralcorp
Holdings,Inc. ("Ralcorp") for up to an aggregate principal amount of $300.0
million of new 4.950% Notes due August 15, 2020 (the "New ConAgra Foods 2020
Notes") issued by ConAgra Foods and an offer to exchange (the "2039 Notes
Exchange Offer" and, together with the 2039 Notes Exchange Offer,
the"Exchange Offers") any and all 6.625% Notes due August15, 2039 (the
"Existing Ralcorp 2039 Notes") issued by Ralcorp for up to an aggregate
principal amount of $450.0 million of new 6.625% Notes due August15, 2039
(the "New ConAgra Foods 2039 Notes") issued by ConAgra Foods. The New ConAgra
Foods 2020 Notes and New ConAgra Foods 2039 Notes are referred to herein
collectively as the "New ConAgra Foods Notes."

In conjunction with the Exchange Offers, ConAgra Foods is also soliciting
consents (each, a "Consent Solicitation" and, collectively, the "Consent
Solicitations") to adopt certain proposed amendments to each of the indentures
(together, the "Existing Ralcorp Indentures") under which the Existing Ralcorp
2020 Notes and the Existing Ralcorp 2039 Notes (together, the "Existing
Ralcorp Notes"), as applicable, were issued that would eliminate certain
covenants, restrictive provisions and events of default. The Exchange Offers
are not conditioned on receipt of requisite consents in the Consent
Solicitations and ConAgra Foods may complete the Exchange Offers even if valid
consents sufficient to effect the proposed amendments to the applicable
Existing Ralcorp Indenture are not received.

The Exchange Offers and Consent Solicitations are being made in connection
with the merger agreement, dated as of November 26, 2012 (the "Merger
Agreement"), by and among ConAgra Foods, Phoenix Acquisition Sub Inc., a
wholly owned subsidiary of ConAgra Foods, and Ralcorp, pursuant to which
ConAgra Foods has agreed to acquire Ralcorp (the"Acquisition"). On December
28, 2012, Ralcorp began mailing its definitive proxy statement to its
shareholders in connection with the special meeting of shareholders called to
vote on the approval of the Acquisition, which is scheduled to be held on
January 29, 2013. The parties' obligations to complete the Acquisition are
conditioned upon (i) the receipt of antitrust approvals in the United States
and Canada, (ii)approval of the Merger Agreement by the holders of two-thirds
of the outstanding shares of Ralcorp common stock and (iii) certain other
customary closing conditions. Consummation of the Acquisition is not subject
to a financing condition and is not subject to the completion of the Exchange
Offers and Consent Solicitations.

Holders who validly tender their Existing Ralcorp Notes at or prior to 5 p.m.,
New York City time, on January 14, 2013, unless extended (the "Early Tender
Date") will be eligible to receive the applicable "Total Exchange
Consideration" (as set forth in the table below), which includes the
applicable early tender premium set forth in such table (the"Early Tender
Premium"), for all such Existing Ralcorp Notes that are accepted on the
Settlement Date (as defined below). For each $1,000 principal amount of
Existing Ralcorp Notes validly tendered after the Early Tender Date but prior
to 5p.m., New York City time, on January 29, 2013, unless extended
(the"Expiration Date"), holders of Existing Ralcorp Notes will not be
eligible to receive the applicable Early Tender Premium and, accordingly, will
only be eligible to receive the applicable exchange consideration set out
below (the "Exchange Consideration") on the Settlement Date.

The following table sets forth the Exchange Consideration, Early Tender
Premium and Total Exchange Consideration for each series of Existing Ralcorp
Notes:

                                                                     
Title of
Series/CUSIP              Aggregate                          Early         Total Exchange
Number         Maturity   Principal      Exchange            Tender        Consideration^(1)
of Existing    Date       Amount         Consideration^(1)   Premium^(1)   (2)
Ralcorp                   Outstanding
Notes
                                         $970 principal      $30           $1,000 principal
4.950%         August                    amount of New       principal     amount of New
Notes due      15,        $300,000,000   ConAgra Foods       amount of     ConAgra Foods
2020 /         2020                      2020 Notes and      New ConAgra   2020 Notes and
751028 AF8                               $2.50 in cash       Foods 2020    $2.50 in cash
                                                             Notes
                                                                           
                                         $970 principal      $30           $1,000 principal
6.625%         August                    amount of New       principal     amount of New
Notes due      15,        $450,000,000   ConAgra Foods       amount of     ConAgra Foods
2039 /         2039                      2039 Notes and      New ConAgra   2039 Notes and
751028 AE1                               $2.50 in cash       Foods 2039    $2.50 in cash
                                                             Notes
                                                                           

(1) For each $1,000 principal amount of Existing Ralcorp Notes
(2) Includes Early Tender Premium

In addition to the Exchange Consideration or Total Exchange Consideration, as
applicable, ConAgra Foods will pay accrued and unpaid interest on the Existing
Ralcorp Notes accepted in the Exchange Offers and Consent Solicitations from
the latest interest payment date to, but not including, the date such Existing
Ralcorp Notes are accepted for payment (any date of such payment, a
"Settlement Date"), which will be promptly after the Expiration Date and is
expected to be within two business days after the Expiration Date.

Eligible holders of Existing Ralcorp Notes who desire to tender their Existing
Ralcorp Notes must consent to the proposed amendments and may not deliver
consents to the proposed amendments without tendering their related Notes. If
an eligible holder tenders Existing Ralcorp Notes in an Exchange Offer, such
holder will be deemed to consent, with respect to the principal amount of such
tendered Existing Ralcorp Notes, to the amendment of the corresponding
Existing Ralcorp Indenture for that series. Tenders of Existing Ralcorp Notes
may not be withdrawn after 5 p.m., New York City time, on January 14, 2013,
unless extended (the "Withdrawal Deadline"). If the holders of at least a
majority in aggregate principal amount of a series of Existing Ralcorp Notes
deliver consents, Ralcorp will execute the supplemental indentures, effective
as of the Settlement Date, effecting the proposed amendments for such series.

Each Exchange Offer and Consent Solicitation is subject to the satisfaction of
certain conditions, set forth in the Offering Memorandum including, among
other things, the consummation of the Acquisition. The 2020 Notes Exchange
Offer and Consent Solicitation are not conditioned on the completion of the
2039 Notes Exchange Offer and Consent Solicitation and the completion of the
2039 Notes Exchange Offer and Consent Solicitation are not conditioned on the
completion of the 2020 Notes Exchange Offer and Consent Solicitation.

Documents relating to the Exchange Offers and Consent Solicitations will only
be distributed to eligible holders of Existing Ralcorp Notes who complete and
return an eligibility form confirming that they are either a "qualified
institutional buyer" under Rule 144A or not a "U.S. person" under Regulation S
for purposes of applicable securities laws. The complete terms and conditions
of the Exchange Offers and Consent Solicitations are described in the Offering
Memorandum and related Letter of Transmittal, copies of which may be obtained
by contacting Global Bondholder Services Corporation, the exchange agent and
information agent in connection with the Exchange Offers and Consent
Solicitations, at (866) 389-1500 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). BofA Merrill Lynch is the exclusive dealer manager and solicitation
agent for the Exchange Offers and Consent Solicitations. Additional
information concerning the Exchange Offers and Consent Solicitations may be
obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at (980)
388-3646 (collect) or (888) 292-0070 (U.S. toll-free).

This press release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of tenders
or consents with respect to, any security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer, solicitation, or
sale would be unlawful. The Exchange Offers and Consent Solicitations are
being made solely pursuant to the Offering Memorandum and related transmittal
documents.

The New ConAgra Foods Notes have not been and will not be registered under the
Securities Act of 1933 or any state securities laws. Therefore, the New
ConAgra Foods Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act of 1933 and any applicable state securities laws.

This press release shall not constitute an offer to purchase any securities or
a solicitation of an offer to sell any securities and is issued pursuant to
Rule 135c under the Securities Act of 1933. The Exchange Offers and Consent
Solicitations are being made only pursuant to the confidential Offering
Memorandum and related Letter of Transmittal and only to such persons and in
such jurisdictions as is permitted under applicable law.

About ConAgra Foods

ConAgra Foods is one of North America’s leading food companies, with consumer
brands in 97% of America’s households and sold in grocery, convenience, mass
merchandise and club stores. ConAgra Foods also has a strong
business-to-business presence, supplying frozen potato and sweet potato
products, as well as other vegetable, spice and grain products to a variety of
well-known restaurants, foodservice operators and commercial customers. For
more information, visit www.conagrafoods.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

This release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on ConAgra Foods' current expectations and are subject to
uncertainty and changes in circumstances. These forward-looking statements
include, among others, statements regarding expected synergies and benefits of
the Acquisition, expectations about future business plans, prospective
performance and opportunities, regulatory approvals and the expected timing of
the completion of the Acquisition. These forward-looking statements may be
identified by the use of words such as "expect," "anticipate," "believe,"
"estimate," "potential," "should" or similar words. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied in or by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the satisfaction of conditions
to the Exchange Offers and Consent Solicitations; the timing to consummate the
Acquisition; the ability and timing to obtain required regulatory approvals
and satisfy other closing conditions in connection with the Acquisition,
including the approval of Ralcorp's shareholders; the company's ability to
realize the synergies contemplated by the potential transaction; the company's
ability to promptly and effectively integrate the businesses of Ralcorp and
ConAgra Foods'; availability and prices of raw materials, including any
negative effects caused by inflation and adverse weather conditions; the
effectiveness of its product pricing, including any pricing actions and
promotional changes; future economic circumstances; industry conditions; the
company's ability to execute its operating and restructuring plans; the
success of the company's innovation, marketing, including increased marketing
investments, and cost-saving initiatives; the competitive environment and
related market conditions; operating efficiencies; the ultimate impact of the
company's product recalls; access to capital; the company's success in
effectively and efficiently integrating its acquisitions, actions of
governments and regulatory factors affecting the company's businesses,
including the Patient Protection and Affordable Care Act; the amount and
timing of repurchases of the company's common stock, if any; and other risks
described in the company's reports filed with the Securities and Exchange
Commission. The company cautions readers not to place undue reliance on any
forward-looking statements included in this release, which speak only as of
the date made. A copy of all annual and quarterly reports, current reports
material to holders and any current amendment or supplement to the Offering
Memorandum may be obtained from the information agent, Global Bondholder
Services Corporation, at (866) 389-1500 (toll-free) or (212) 430-3774 (banks
and brokers).

Contact:

ConAgra Foods, Inc.
Media
Teresa Paulsen, 402-240-5210
Teresa.Paulsen@conagrafoods.com
or
Analysts
Chris Klinefelter, 402-240-4154
Chris.Klinefelter@conagrafoods.com
 
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