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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
____________________
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SCHEDULE TO
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Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
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RALCORP HOLDINGS, INC.
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(Name of Subject Company)
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CONAGRA FOODS, INC.
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(Names of Filing Persons – Offeror)
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Common Stock, $.01 par value
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(Title of Class of Securities)
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751028101
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(Cusip Number of Class of Securities)
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Colleen Batcheler
Executive Vice President, General Counsel and Corporate Secretary
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
Telephone: (402) 240-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copies to:
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George R. Bason, Jr.
Arthur F. Golden
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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[GRAPHIC OMITTED]
ConAgra Foods' Proposed
All-Cash Acquisition of Ralcorp
May 4, 2011
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DISCLAIMER
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities. No tender offer for the shares of Ralcorp
Holdings, Inc. ("Ralcorp") has been made at this time. In connection with any
tender offer, if made, ConAgra Foods will file relevant materials, which may
include a tender offer statement and/or other documents, with the SEC. ALL
INVESTORS AND SECURITY HOLDERS OF RALCORP ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC BY CONAGRA FOODS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SUCH POTENTIAL TRANSACTION.
Investors and security holders will be able to obtain free copies of any
documents filed with the SEC by ConAgra Foods through the website maintained by
the SEC at http://www.sec.gov. Copies of any such documents will also be
available free of charge on ConAgra Foods' internet website at
www.conagrafoods.com or by contacting ConAgra Foods' Investor Relations
department at (402) 240-4154.
This communication 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 they include,
among others, statements regarding expected synergies and benefits of a
potential combination of ConAgra Foods and Ralcorp. There is no assurance that
the potential transaction will be consummated, and there are a number of risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements made herein. These risks and uncertainties include
the timing to consummate a potential transaction between ConAgra Foods and
Ralcorp, the ability and timing to obtain required regulatory approvals, ConAgra
Foods' ability to realize the synergies contemplated by a potential transaction,
ConAgra Foods' ability to promptly and effectively integrate the businesses of
Ralcorp and ConAgra Foods and those risks and uncertainties discussed in ConAgra
Foods' filings with the SEC, including its most recent annual report on Form
10-K and subsequent reports on Forms 10-Q and 8-K. Investors and security
holders are cautioned not to place undue reliance on these forward-looking
statements, which apply only as of the date of this communication. ConAgra Foods
does not undertake any obligation to update its forward-looking statements to
reflect events or circumstances after the date of this communication.
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KEY TERMS OF OUR PROPOSAL
[] $86 per share in cash, which represents a:
-- 32% premium to Ralcorp's closing price on March 21, 2011, the last business
day prior to our previous proposal of $82 (cash and stock);
-- 25% premium to Ralcorp's one-month average closing price as of April 28,
2011, the day prior to recent speculation in the press; and
-- 20% premium to Ralcorp's closing price on April 28, 2011, the day prior to
press speculation, which was also the stock's 52-week closing high as of
that date
[] We are communicating our all-cash proposal directly to Ralcorp shareholders
to encourage Ralcorp's Board of Directors to engage with us, as our desire
is to negotiate a combination on a collaborative basis
-- To the extent Ralcorp shares information with us that helps us identify
further points of value, we would consider revising our proposal
accordingly
[] Financed through cash on hand and new debt
-- Committed to maintaining investment grade credit rating
-- Will maintain strong dividend and be committed to reducing leverage over
time
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OVERVIEW OF RALCORP
* FY2010 Pro Forma Net Sales = $4.6bn(1)
* Market Cap (as of May 3, 2011) = $4.6bn(2)
Branded Cereal Products
(~22% of Net Sales)
Other Cereal Products
(~17% of Net Sales)
Snacks, Sauces and Spreads
(~33% of Net Sales)
Frozen Bakery Products
(~15% of Net Sales)
Pasta
(~13% of Net Sales)
[] ~$1 billion brand
[] No. 3 branded ready-to-eat cereal portfolio
[] Largest U. S. supplier of private label cereal
[] Nutritional bars
[] Crackers and cookies, snack nuts, candy and chips
[] Preserves, syrups and dressings
[] Griddle products; bread, biscuits, rolls; dessert products
[] In-store bakeries, foodservice and retail
[] Leading supplier of private label pasta
[] Regional brands
Source: Ralcorp Form 10-K for FY2010 and other public filings.
(1) Unaudited pro forma information shows Ralcorp's results of operations as if
the fiscal 2010 business combinations had all been completed as of the
beginning of the year. The acquirees' pre-acquisition results have been
added to Ralcorp's historical results.
(2) Source: Bloomberg.
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STRONG STRATEGIC FIT
[] Ralcorp aligns well with the strategic priorities identified by ConAgra
Foods and its existing capabilities
Increased Scale in Attractive Adjacent Categories
[] Large, scale categories important to customers and consumers
[] Ready-to-eat cereal -- $8.3bn (1)
[] Pasta -- $2.0bn (1)
Private Label Strength
[] Attractive growth sector long-term
[] Ralcorp is a leader in a number of private label categories, including
cereal, pasta, crackers, jellies / jams, syrups, frozen waffles and other
products
[] Builds on ConAgra's existing strong ~$850mm private label business
Fit with ConAgra Foods' Capabilities
[] Deep understanding of delivering value to the consumer
[] Productivity capabilities and experience with complex supply chains
[] Commodity / risk management core competency
[] Research, quality and innovation expertise -- branded and private label
Leverage Infrastructure
[] Creates the No. 3 U. S. packaged food company with net sales of $17bn (2)
[] Strong platform across sales channels and price points
We strongly believe that combining with Ralcorp would drive long-term value
creation
(1) IRI (FDMx + Wal-Mart), for the 52 weeks ended December 26, 2010.
(2) Among SandP Packaged Food Index companies. Reflects pro forma combined
company; Ralcorp adjusted for full-year impact of acquisitions per Form
10-K for FY2010.
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BRANDED AND PRIVATE LABEL APPROACH
[] We believe the combined platform will add to ConAgra Foods' overall
strength
WE UNDERSTAND THE DIFFERENCE BETWEEN THE TWO
Already operating effectively today with both
Together, the private label leader(1) with sales of approximately $4 billion
Remain fully committed to our brands
Mindful of appropriate resourcing for both
Management experience in the cereal category
OUR CENTRALIZED RESOURCES CAN ADD VALUE TO PRIVATE LABEL
Marketing and shopper insights
Innovation
Quality and food safety
Category management skills
Supply chain
Key focus will be on the customer and the consumer
(1) Excludes fluid milk.
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FINANCIALLY COMPELLING
[] A combination with Ralcorp is financially compelling, with meaningful
synergy opportunities
Strong Financial Returns
[] Expected to be accretive to EPS in first year
[] Enhanced growth profile long-term for the combined business
Attractive Synergies and Cash Flow Generation
[] Significant estimated cost synergies of approximately $250mm annually
within 3 years -- Primarily from supply chain efficiencies
[] Expecting operating margin enhancement and continued strong cash flow
generation
Appropriate Balance Sheet
[] Committed to maintaining investment grade rating
[] Will maintain strong dividend while de-levering over time
We are confident that an acquisition of Ralcorp would improve our current sales
and EPS growth rates
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NEXT STEPS
[] We have been unsuccessfully seeking private discussions with Ralcorp since
late February 2011
-- Ralcorp's Board rejected our March 22 proposal, $82 in cash and stock,
without discussing it with us, despite our willingness to consider an
increase in price if diligence yields incremental value opportunities
[] We believe our revised proposal of $86 in cash is highly attractive to
Ralcorp's shareholders and provides certain and upfront value
-- We are communicating our proposal publicly to Ralcorp's shareholders to
inform them of this attractive opportunity directly
[] We respect what Ralcorp has achieved and will continue to seek engagement
from and collaborative discussions with Ralcorp to effect a transaction
[] We will continue to assess the opportunity and provide updates as
appropriate
[] We believe this is an attractive opportunity, but we will remain
financially disciplined
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[GRAPHIC OMITTED]
QandA
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