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

Holders who validly tender their 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 Consideration” (as set forth below), which includes the applicable early tender payment set forth below (the “Early Tender Payment”) for all such Notes that are accepted on the Settlement Date (as defined below). For Notes validly tendered after the Early Tender Date but prior 5 p.m., New York City time, on January 29, 2013, unless extended (the “Expiration Date”), holders of Notes will be eligible to receive only the applicable Total Consideration less the applicable Early Tender Payment (the “Tender Consideration”) on the Settlement Date.

The following table summarizes terms material to the determination of the Total Consideration to be received in the Tender Offers and Consent Solicitations per $1,000 principal amount of any and all of (i) the Floating Rate Notes, (ii) the 2018 Notes and (iii) the 2020 Notes validly tendered and not withdrawn prior to the Early Tender Date:

Fixed

Principal Amount

Early Tender

Spread (2) /

CUSIP No./ISIN

Series of Notes

Outstanding

Payment (1)(2)

Fixed Price (1)

751028AB7 / US751028AB78

Floating Rate Notes due 2018

$20,000,000

$30

$1,012.50

751028AA9 / US751028AA95

7.29% Notes due 2018

$577,500,000

$30

50 bps

751028AC5 / US751028AC51

7.39% Notes due 2020

$67,000,000

$30

50 bps

(1) Per $1,000 principal amount of Notes. The Total Consideration offered for the Floating Rate Notes (as defined below) is the applicable fixed price, which includes the applicable Early Tender Payment.

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