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ConAgra Foods, Inc. Announces Cash Tender 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 offer to purchase and consent solicitation statement dated December 28, 2012 (the “Offer to Purchase and Consent Solicitation Statement”), tender offers to purchase for cash (each, a “Tender Offer” and, collectively, the “Tender Offers”) any and all Floating Rate Notes due August 15, 2018 (the “Floating Rate Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”), 7.29% Notes due August 15, 2018 (the “2018 Notes”) issued by Ralcorp, and 7.39% Notes due August 15, 2020 (the “2020 Notes” and, together with the Floating Rate Notes and the 2018 Notes, the “Notes”) issued by Ralcorp.

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

The Tender 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 Tender Offers and Consent Solicitations.

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