) --

ConAgra Foods

(CAG) - Get Report

offered to buy

Ralcorp Holdings


for $86 a share, or about $4.9 billion in cash. ConAgra also offered to assume $2.5 billion in debt.

ConAgra's latest offer for Ralcorp is above the initial $82 a share cash-and-stock proposal it made on March 22.

The current offer represents a 3% premium to Ralcorp's closing share price on Tuesday and a 32% premium to the stock's closing share price on March 21.

ConAgra, which makes Hunt's ketchup, Slim Jim meat snacks and Healthy Choice frozen meals, said acquiring Ralcorp, which owns Post branded cereals, would make it the No. 3 packaged food company in the nation. ConAgra also said it is "confident" that the transaction will improve its current sales and per-share earnings growth rates.

--Written by Theresa McCabe in Boston.

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