ConAgra Foods, Inc. (NYSE: CAG) (" ConAgra Foods") today announced the pricing of an underwritten public offering of 8,067,227 shares of its common stock at a price of $29.75 per share. ConAgra Foods also granted the underwriter a 30-day option to purchase up to an additional 1,176,471 shares of its common stock. ConAgra Foods expects to receive net proceeds from the offering of approximately $234.7 million after underwriting discounts and commissions and estimated offering expenses (or approximately $269.0 million if the underwriter exercises its option to purchase additional shares of common stock in full). The offering is expected to close on January 11, 2013, subject to customary closing conditions. ConAgra Foods intends to use the net proceeds from the offering to fund, in part, the previously announced acquisition (the " Acquisition") of Ralcorp Holdings, Inc. (" Ralcorp"). If the Acquisition is not consummated for any reason, ConAgra Foods intends to use the net proceeds from the offering for general corporate purposes. BofA Merrill Lynch acted as sole book-running manager for the common stock offering. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. The offering may be made only by means of a preliminary prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by email to email@example.com. This press release does not constitute an offer to sell or the solicitation of an offer to buy ConAgra Foods' common stock nor shall there be any sale of such common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.