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ConAgra Foods, Inc. Announces Exchange Offers And Consent Solicitations For Certain Ralcorp Notes

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 August 15, 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 August 15, 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 August 15, 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.

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