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Post Holdings To Acquire Premier Nutrition Corporation

ST. LOUIS, Aug. 2, 2013 /PRNewswire/ -- Post Holdings, Inc. (NYSE:POST), a leading manufacturer, marketer and distributor of branded ready to eat cereals, today announced it has signed a definitive agreement to acquire Premier Nutrition Corporation ("PNC").

(Logo: http://photos.prnewswire.com/prnh/20120523/CG12577LOGO)

PNC is a rapidly growing marketer and distributor of premium protein beverages and foods under its Premier Protein brand and nutritional supplements under its Joint Juice brand.  This acquisition provides Post a platform in the growing active nutrition and supplements businesses.  The PNC business will be independently managed by its experienced management team located in Emeryville, California.  David Ritterbush, current Chief Executive Officer of PNC, will continue in that role. 

"We are excited to enter this high growth and dynamic category," said Bill Stiritz, Post Chairman and Chief Executive Officer.  "We could not be more impressed with the terrific quality of the Premier team Dave has put together," Mr. Stiritz continued. 

Terms of the deal call for $180 million in cash to be paid at the time of closing, subject to a working capital adjustment.  The Company anticipates completing the all-cash transaction by September 2013, subject to customary closing conditions including the expiration of waiting periods required under antitrust laws and the receipt of necessary third party consents.

On a full year basis, the transaction is expected to contribute approximately $130-$140 million to net sales and approximately $17-20 million to EBITDA.  The transaction is structured as a reverse subsidiary merger with and into PNC, thereby allowing Post to assume PNC's net operating loss carryforwards and other tax benefits, which Post management estimates to be in the range of $22-$26 million on a net present value basis.

Conference Call

The Company will host a conference call on Thursday, August 8, 2013 at 4:30 p.m. Eastern Time.  During the call, Terence E. Block, President and Chief Operating Officer, and Robert V. Vitale, Chief Financial Officer, will discuss the results for the third quarter of 2013, fiscal 2013 guidance and the PNC acquisition. The call will be broadcast over the Internet and can be accessed by visiting the investor relations section of the Company's website at www.postfoods.com.  Participants may join the conference call by dialing (877) 540-0891 in the United States and (678) 408-4007 from outside the United States.  The conference identification number for all participants is 24090132.

For those unable to participate during the live call and webcast, a replay will be available on the Company's website until August 22, 2013.

Forward-Looking Statements

Certain matters discussed in this news release are forward-looking statements, including the expected timing of the acquisition, the anticipated tax effects, expected synergies and the expected financial impact of the acquisition. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements and include statements regarding expectations as to the completion of the transaction and Post's general business outlook. Potential risks and uncertainties include risks related to, among other things, obtaining regulatory approval of or non-objection to the acquisition; the potential impact on the business due to uncertainty about the acquisition; the retention of PNC employees and the ability of Post to successfully integrate operations; uncertainties as to the timing of the transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, suppliers, other business partners or governmental entities for both parties; other business transaction costs; actual or contingent liabilities of the acquired business; the inability to predict the future success or market acceptance of the acquired business; and other risks described in the Company's filings with the Securities and Exchange Commission. These forward-looking statements represent the Company's judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.



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