ConAgra Foods, Inc. Announces Final Results of Tender Offers


ConAgra Foods, Inc. Announces Final Results of Tender Offers

OMAHA, Neb.--(BUSINESS WIRE)-- ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra Foods") announced today the final results of its previously announced tender offers (the "Tender Offers"), which expired at 5:00 p.m., New York City time, on January 29, 2013 (the "Expiration Date"). Pursuant to an Offer to Purchase and Consent Solicitation Statement, dated December 28, 2012 (as amended, the "Offer to Purchase"), ConAgra Foods offered to purchase for cash any and all Floating Rate Notes due August 15, 2018 (the "Floating Rate Notes") issued by Ralcorp Holdings, Inc. ("Ralcorp"), 7.29% Notes due August 15, 2018 (the "2018 Notes") issued by Ralcorp, and 7.39% Notes due August 15, 2020 (the "2020 Notes" and, together with the Floating Rate Notes and the 2018 Notes, the "Notes") issued by Ralcorp.

The Tender Offers were made in connection with ConAgra Foods' acquisition of Ralcorp, which was completed earlier today (the "Acquisition").

As of the Expiration Date, $631,500,000 aggregate principal amount of the Notes had been validly tendered for purchase and not validly withdrawn, comprised of $20,000,000 aggregate principal amount of the Floating Rate Notes, $544,500,000 aggregate principal amount of the 2018 Notes and $67,000,000 aggregate principal amount of the 2020 Notes. ConAgra Foods has accepted for purchase all Notes validly tendered in the Tender Offers.

Upon settlement of the Tender Offers, which is expected to occur on Thursday, January 31, 2013, ConAgra Foods will:

1) pay $832,592,730 as a cash payment, comprised of $20,250,000 for the Floating Rate Notes accepted for payment, $718,936,020 for the 2018 Notes accepted for payment and $93,406,710 for the 2020 Notes accepted for payment; and

2) pay to holders whose Notes are accepted in the Tender Offers cash in amount equal to the accrued and unpaid interest to, but not including, the settlement date with respect to the Notes accepted in the Tender Offers.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. The Tender Offers were made solely pursuant to the Offer to Purchase and related transmittal documents.

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

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 and prospective performance and opportunities. 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 company's ability to realize the synergies contemplated by the Acquisition; 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.

ConAgra Foods, Inc.
Teresa Paulsen, 402-240-5210
Vice President, Communication & External Relations
Chris Klinefelter, 402-240-4154
Vice President, Investor Relations

KEYWORDS: United States North America Nebraska


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