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



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

Business Wire

OMAHA, Neb. -- January 14, 2013

ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra Foods") today announced the results
to date in connection with its previously announced offers to exchange (each,
an "Exchange Offer" and, collectively, the "Exchange Offers") and consent
solicitations (each, a "Consent Solicitation" and, collectively, the "Consent
Solicitations") with respect to any and all 4.950% Notes due August 15, 2020
(the "Existing Ralcorp 2020 Notes") issued by Ralcorp Holdings, Inc.
("Ralcorp") and 6.625% Notes due August 15, 2039 issued by Ralcorp (the
"Existing Ralcorp 2039 Notes," and together with the Existing Ralcorp 2020
Notes, the "Existing Ralcorp Notes").

As of 5:00 p.m. on January 14, 2013 (the "Early Tender Date"), according to
Global Bondholder Services Corporation, the exchange agent and information
agent in connection with the Exchange Offers and Consent Solicitations,
approximately $281.7 million, or 93.9%, and $433.0 million, or 96.2%, of the
aggregate principal amount of outstanding Existing Ralcorp 2020 Notes and
Existing Ralcorp 2039 Notes, respectively, had been validly tendered for
exchange and not withdrawn in the Exchange Offers and Consent Solicitations.
Accordingly, Ralcorp has received consents sufficient to approve the proposed
amendments to the respective indentures governing the Existing Ralcorp 2020
Notes and the Existing Ralcorp 2039 Notes. In connection with the consummation
of the Acquisition (as defined below), Ralcorp and the trustee for the
Existing Ralcorp Notes will enter into a supplemental indenture containing the
proposed amendments to the respective indentures governing the Existing
Ralcorp 2020 Notes and the Existing Ralcorp 2039 Notes. Such amendments will
not become operative, with respect to any Existing Ralcorp Notes that remain
outstanding, unless and until ConAgra Foods accepts for exchange the Existing
Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes, as applicable, validly
tendered in the Exchange Offers and Consent Solicitations.

The Exchange Offers and Consent Solicitations are being made in connection
with the merger agreement, dated as of November 26, 2012, 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"). Each Exchange Offer and Consent Solicitation is
subject to the satisfaction of certain conditions, as set forth in the
offering memorandum and consent solicitation statement dated December 28, 2012
(as amended, the "Offering Memorandum and Consent Solicitation Statement"),
including, among other things, the consummation of the Acquisition. Except as
otherwise defined herein, capitalized terms used in this press release but not
otherwise defined herein are used as defined in the Offering Memorandum and
Consent Solicitation Statement.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New
York City time, on Tuesday, January 29, 2013, unless extended.

Holders who validly tendered their Existing Ralcorp Notes at or prior to 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. Holders who validly tender their Existing Ralcorp Notes after
the Early Tender Date will only be eligible to receive the applicable
"Exchange Consideration" (as set forth in the table below) for all such
Existing Ralcorp Notes that are accepted on the Settlement Date.

                                                                                    
Title of
Series/CUSIP                  Aggregate                              Early
Number of        Maturity     Principal        Exchange              Tender          Total Exchange
Existing         Date         Amount           Consideration^(1)     Premium^(1)     Consideration^(1)(2)
Ralcorp                       Outstanding
Notes
                                               $970 principal        $30             $1,000 principal
4.950% Notes                                   amount of New         principal       amount of New
due 2020 /       August       $300,000,000     ConAgra Foods         amount of       ConAgra Foods 2020
751028 AF8       15, 2020                      2020 Notes and        New ConAgra     Notes and $5.00 in
                                               $5.00 in cash         Foods 2020      cash
                                                                     Notes
                                               $970 principal        $30             $1,000 principal
6.625% Notes                                   amount of New         principal       amount of New
due 2039 /       August       $450,000,000     ConAgra Foods         amount of       ConAgra Foods 2039
751028 AE1       15, 2039                      2039 Notes and        New ConAgra     Notes and $7.50 in
                                               $7.50 in cash         Foods 2039      cash
                                                                     Notes
                                                                                      

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

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 Consent Solicitation Statement 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).

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 Consent Solicitation Statement 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 to satisfy remaining 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 and Consent Solicitation Statement may be obtained from
the exchange agent and information agent, Global Bondholder Services
Corporation, at (866) 389-1500 (toll-free) or (212) 430-3774 (banks and
brokers).

Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20130114006577/en/

Multimedia
Available:http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50531411&lang=en

Contact:

ConAgra Foods, Inc.
Media:
Teresa Paulsen, 402-240-5210
Vice President, Communication & External Relations
or
Analysts:
Chris Klinefelter, 402-240-4154
Vice President, Investor Relations
www.conagrafoods.com
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