Published:
Ralcorp Shareholders Approve Issuance of Shares in Connection with the Acquisition of the Post Cereals Business
ST. LOUIS, July 17 /PRNewswire-FirstCall/ -- Ralcorp Holdings, Inc.
("Ralcorp") (NYSE: RAH) announced that, at a special meeting of shareholders
held today, July 17, 2008, shareholders approved the issuance of shares of
Ralcorp common stock, $.01 par value per share, in connection with the
acquisition by Ralcorp of the Post cereals business of Kraft Foods Inc.
("Kraft") (NYSE: KFT) through the merger (the "Merger") of Cable Holdco, Inc.
("Splitco"), a wholly owned subsidiary of Kraft, with and into Ralcorp Mailman
LLC ("Ralcorp Mailman"), a wholly owned subsidiary of Ralcorp.
The closing of the Merger and the related transactions (collectively, the
"Transactions") remains subject to certain conditions set out in the RMT
Transaction Agreement between Kraft, Splitco, Ralcorp and Ralcorp Mailman
dated as of November 15, 2007 which was filed with the SEC on Form 8-K on
November 20, 2007. Regulatory and other governmental approvals required for
the Transactions have already been obtained. The Transactions are scheduled
to close in early August.
About Ralcorp Holdings, Inc.
Ralcorp produces a variety of value brand and store brand foods sold under
the individual labels of various grocery, mass merchandise and drugstore
retailers, and frozen bakery products sold to in-store bakeries, restaurants
and other foodservice customers. Ralcorp's diversified product mix includes:
ready-to-eat and 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; peanut butter; jams and
jellies; syrups; sauces; frozen griddle products including pancakes, waffles,
and French toast; frozen biscuits and other frozen pre-baked products such as
breads and muffins; and frozen dough for cookies, Danishes, bagels and
doughnuts. In addition, Ralcorp holds an interest of approximately 19 percent
in Vail Resorts, Inc., the leading mountain resort operator inthe United
States.
NON-SOLICITATION
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION
In connection with the proposed acquisition by Ralcorp of the Post cereals
business from Kraft, Cable Holdco, Inc. has filed a registration statement
(including a prospectus) on Form S-4 and Form S-1 with the SEC (Reg. No. 333-
150212). Ralcorp has filed a registration statement on Form S-4 with the SEC
that also includes the prospectus (Reg. No. 333-150222). The prospectus was
sent to shareholders of Kraft on June 30, 2008. The prospectus and the other
documents relating to the proposed transaction can be obtained free of charge
from the SEC's website at www.sec.gov. These documents can also be obtained
free of charge from Kraft upon written request to Kraft Foods Inc., Three
Lakes Drive,Northfield, Illinois 60093, or by calling (847) 646-5494, or from
Ralcorp, upon written request to Ralcorp Holdings, Inc., 800 Market Street,
Suite 2900,Saint Louis, Missouri 63101, or by calling (314) 877-7113.
SOURCE Ralcorp Holdings, Inc.
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