Private label and branded foods giantRalcorp Holdings, Inc. , St. Louis, said its board of directors unanimously determined thatConAgra Foods'unsolicited non-binding proposal of $4.9 billion "is not in the best interests of shareholders." Ralcorp said its board of directors rejected the proposal after careful consideration with the assistance of independent financial and legal advisors.

Said Ralcorp Chairman William Stiritz, "Ralcorp, as an independent company, has a proven track record of delivering superior results and shareholder value, having delivered total shareholder returns of 418 percent over the past 10 years and 114 percent over the past five years. We are confident that Ralcorp has a strategic plan and a proven management team that will continue to generate significant shareholder value in the future. Our board of directors affirms its commitment to Ralcorp as an independent company."

Ralcorp said its board also adopted a shareholder rights plan, details of which "will be contained in a Form 8-K to be filed with the U.S. Securities and Exchange Commission." Officials said the plan "is intended to enable all of the company's shareholders to realize the long-term value of their investment in the company, and reduce the likelihood that any person or group would gain control of the company by open market accumulation or otherwise without paying a control premium for all shares."