(2) Includes Early Tender Premium
Except for the increase in the cash portion of the Total Exchange Consideration described above, the terms and conditions of the Exchange Offers and Consent Solicitations as described in the Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal remain unchanged.
The Exchange Offers 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, set forth in the Offering Memorandum and Consent Solicitation Statement, including, among other things, the consummation of the Acquisition.
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, as amended by this press release, 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 Consent Solicitation Statement, as amended by this press release, and related transmittal documents.
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