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

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Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes, respectively, had been validly tendered for exchange and not withdrawn in the Exchange Offers and Consent Solicitations.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.

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