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ConAgra Disappointed By Ralcorp's Rejection

Mon, 08/15/2011 - 6:37am
Manufacturing.net

OMAHA, Neb. (AP) -- ConAgra Foods Inc. said Sunday it is disappointed that the board of Ralcorp Holdings Inc. rejected its latest proposal of $5.17 billion to acquire the company.

ConAgra said Ralcorp's board acted against the shareholders' best interests in turning down the bid of $94 per share in cash without discussing it with ConAgra.

"The proposal represents a nearly 10 percent increase from the all-cash $86-per-share proposal that ConAgra Foods presented to Ralcorp in May," the Omaha, Neb.-based ConAgra said in a statement.

Ralcorp said last week that it received the new offer on Thursday and decided that it was not in the best interests for the food company or its shareholders.

ConAgra offered $86 per share for Ralcorp in May and $82 per share in March, both of which were quickly refused.

Ralcorp, based in St. Louis, is in the process of spinning off its Post cereal business to focus on its core private-label foods and says this move will provide better value for its shareholders.

But ConAgra said Sunday that Ralcorp's spin-off plan "does not provide competitive value to Ralcorp's shareholders relative to ConAgra Foods' proposal."

The latest offer, which was disclosed after the market closed Friday, is a nearly 19 percent premium over Ralcorp's most recent closing price.

Analysts have suggested that ConAgra's prior offers were well below the company's value, with some analysts suggesting the company would need to go as high as $98 per share for a serious offer.

ConAgra's brands include Chef Boyardee and Slim Jim. The deal would make ConAgra the third-largest packaged food maker in the U.S.

Shares of Ralcorp closed Friday at $79.02. Shares of ConAgra closed down 18 cents at $23.19.

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