ConAgra Foods, Inc., Omaha, Neb., said that on Thursday, August 11, 2011, it sent a revised proposal to the board of directors of Ralcorp Holdings, Inc. to acquire the company for $94.00 per share in cash. However, ConAgra said Ralcorp rejected the revised proposal within 24 hours with no discussions.
ConAgra said the revised offer represented a nearly 10 percent increase from the all-cash $86 per share proposal that ConAgra Foods presented to Ralcorp in May.
“We are extremely disappointed by Ralcorp’s summary rejection of our strong proposal and its repeated refusals to explore this opportunity for its shareholders,” said ConAgra CEO Gary Rodkin. ConAgra said Ralcorp’s ongoing plans to spin off its Post cereals business "does not provide competitive value to Ralcorp’s shareholders relative
to ConAgra Foods’ proposal. In contrast to the uncertainty related to
the proposed spin-off, ConAgra Foods' all-cash $94 per share proposal
provides Ralcorp's shareholders with certainty and upfront value."
The following day, August 12, brought a response from Ralcorp. Chairman William Stiritz:
"Ralcorp has a very strong track record of creating superior long term shareholder value. After careful review, our board of directors has determined that the separation of Post Foods from Ralcorp will better allow each company to focus on strategies specific to their particular businesses, thereby unlocking additional significant value for our shareholders. We are firmly committed to this plan and therefore, we have unanimously determined that we have nothing further to discuss."
ConAgra noted that its $94-per-share proposal represents:
... a 44 percent premium to Ralcorp’s closing price on March 21, 2011, the last business day prior to ConAgra Foods’ initial letter in March; and
... a 37 percent premium to Ralcorp’s one-month average closing price as of April 28, 2011, the day prior to press speculation on its initial proposal.
Rodkin said ConAgra Foods will "continue to consider its options with respect to this potential transaction and has no further comment at this time."
Meanwhile, Ralcorp and itsRalcorp Frozen Bakerydivision are in the process of acquiringSara Lee Corp.'s North American private brand refrigerated dough businessfor approximately $545 million.
Ralcorp Frozen Bakery's 10 U.S. and Canadian plants produce custom, value-added bakery products for foodservice, instore bakery, retail and club channels. Major customers include both national and regional quick service and casual dining restaurants, supermarket chains, mass merchandisers, and foodservice distributors. The company is a national leader in frozen griddle products (pancakes, French toast and waffles) for foodservice and retail, one of the largest providers of pre-baked cookies and artisan breads to in-store bakery, and also a major provider of premium frozen biscuits for foodservice.
Ralcorp spurns ConAgra's second offer
August 15, 2011