ConAgra Foods, Inc. Announces Results to Date for Exchange Offers and Consent Solicitations for Cert

ConAgra Foods, Inc. Announces Results to Date for Exchange Offers and Consent Solicitations for Certain Ralcorp Notes

OMAHA, Neb.--(BUSINESS WIRE)-- 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Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes, respectively, had been validly tendered for exchange and not withdrawn in the Exchange Offers and Consent Solicitations.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.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on Tuesday, January 29, 2013, unless extended.

Holders who validly tendered their Existing Ralcorp Notes at or prior to the Early Tender Date will be eligible to receive the applicable "Total Exchange Consideration" (as set forth in the table below), which includes the applicable early tender premium set forth in such table (the "Early Tender Premium"), for all such Existing Ralcorp Notes that are accepted on the Settlement Date. Holders who validly tender their Existing Ralcorp Notes after the Early Tender Date will only be eligible to receive the applicable "Exchange Consideration" (as set forth in the table below) for all such Existing Ralcorp Notes that are accepted on the Settlement Date.

(1) For each $1,000 principal amount of Existing Ralcorp Notes
(2) Includes Early Tender Premium

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, 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).

The New ConAgra Foods Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New ConAgra Foods Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933. The Exchange Offers and Consent Solicitations are being made only pursuant to the confidential Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

About ConAgra Foods
ConAgra Foods is one of North America's leading food companies, with consumer brands in 97% of America's households and sold in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products, as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, visit www.conagrafoods.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on ConAgra Foods' current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding expected synergies and benefits of the Acquisition, expectations about future business plans, prospective performance and opportunities, regulatory approvals and the expected timing of the completion of the Acquisition. These forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in or by such forward-looking statements. These risks and uncertainties include, but are not limited to, the satisfaction of conditions to the Exchange Offers and Consent Solicitations; the timing to consummate the Acquisition; the ability to satisfy remaining closing conditions in connection with the Acquisition, including the approval of Ralcorp's shareholders; the company's ability to realize the synergies contemplated by the potential transaction; the company's ability to promptly and effectively integrate the businesses of Ralcorp and ConAgra Foods'; availability and prices of raw materials, including any negative effects caused by inflation and adverse weather conditions; the effectiveness of its product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; the company's ability to execute its operating and restructuring plans; the success of the company's innovation, marketing, including increased marketing investments, and cost-saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of the company's product recalls; access to capital; the company's success in effectively and efficiently integrating its acquisitions, actions of governments and regulatory factors affecting the company's businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company's common stock, if any; and other risks described in the company's reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made. A copy of all annual and quarterly reports, current reports material to holders and any current amendment or supplement to the Offering Memorandum and Consent Solicitation Statement may be obtained from the exchange agent and information agent, Global Bondholder Services Corporation, at (866) 389-1500 (toll-free) or (212) 430-3774 (banks and brokers).

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ConAgra Foods, Inc.
Media:
Teresa Paulsen, 402-240-5210
Vice President, Communication & External Relations
or
Analysts:
Chris Klinefelter, 402-240-4154
Vice President, Investor Relations
www.conagrafoods.com

KEYWORDS: United States North America Minnesota

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