Ralcorp Shareholders Approve Issuance of Shares in Connection with ...

Tag : Extruded Snack
Ralcorp Shareholders Approve Issuance of Shares in Connection withthe Acquisition of the Post Cereals Business

ST. LOUIS, July 17 /PRNewswire-FirstCall/ -- Ralcorp Holdings, Inc.("Ralcorp") announced that, at a special meeting of shareholdersheld today, July 17, 2008, shareholders approved the issuance ofshares of Ralcorp common stock, $.01 par value per share, inconnection with the acquisition by Ralcorp of the Post cerealsbusiness of Kraft Foods Inc. ("Kraft") through the merger (the"Merger") of Cable Holdco, Inc. ("Splitco"), a wholly ownedsubsidiary of Kraft, with and into Ralcorp Mailman LLC ("RalcorpMailman"), a wholly owned subsidiary of Ralcorp.
The closing of the Merger and the related transactions(collectively, the "Transactions") remains subject to certainconditions set out in the RMT Transaction Agreement between Kraft,Splitco, Ralcorp and Ralcorp Mailman dated as of November 15, 2007which was filed with the SEC on Form 8-K on November 20, 2007.Regulatory and other governmental approvals required for theTransactions have already been obtained. The Transactions arescheduled to close in early August.
About Ralcorp Holdings, Inc.
Ralcorp produces a variety of value brand and store brand foodssold under the individual labels of various grocery, massmerchandise and drugstore retailers, and frozen bakery productssold to in-store bakeries, restaurants and other foodservicecustomers. Ralcorp's diversified product mix includes: ready-to-eatand hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies;snack nuts; chocolate candy; salad dressings; mayonnaise; peanutbutter; jams and jellies; syrups; sauces; frozen griddle productsincluding pancakes, waffles, and French toast; frozen biscuits andother frozen pre-baked products such as breads and muffins; andfrozen dough for cookies, Danishes, bagels and doughnuts. Inaddition, Ralcorp holds an interest of approximately 19 percent inVail Resorts, Inc., the leading mountain resort operator in theUnited States.
NON-SOLICITATION
This communication shall not constitute an offer to sell or thesolicitation of an offer to sell or the solicitation of an offer tobuy any securities, nor shall there be any sale of securities inany jurisdiction in which such offer, solicitation or sale would beunlawful prior to registration or qualification under thesecurities laws of any such jurisdiction. No offer of securitiesshall be made except by means of a prospectus meeting therequirements of section 10 of the Securities Act of 1933, asamended.
ADDITIONAL INFORMATION
In connection with the proposed acquisition by Ralcorp of the Postcereals business from Kraft, Cable Holdco, Inc. has filed aregistration statement (including a prospectus) on Form S-4 andForm S-1 with the SEC (Reg. No. 333- 150212). Ralcorp has filed aregistration statement on Form S-4 with the SEC that also includesthe prospectus (Reg. No. 333-150222). The prospectus was sent toshareholders of Kraft on June 30, 2008. The prospectus and theother documents relating to the proposed transaction can beobtained free of charge from the SEC's website at http://www.sec.gov . These documents can also be obtained free of charge from Kraftupon written request to Kraft Foods Inc., Three Lakes Drive,Northfield, Illinois 60093, or by calling (847) 646-5494, or fromRalcorp, upon written request to Ralcorp Holdings, Inc., 800 MarketStreet, Suite 2900, Saint Louis, Missouri 63101, or by calling(314) 877-7113. Ralcorp Holdings, Inc.
CONTACT: Scott Monette of Ralcorp Holdings, Inc., +1-314-877-7113
back