UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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o Preliminary Proxy Statement
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o Soliciting Material Pursuant to §240.14a-12
RALCORP HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Filed by Ralcorp Holdings, Inc.
Pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Commission File No.: 1-12619
The following is a letter sent to employees of Ralcorp Holdings, Inc. on November 27, 2012.
Cautionary Statement Regarding Forward-Looking Information
This document and the exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this document. All forward-looking statements are subject to a number of important factors, risks, uncertainties, and assumptions that could cause actual results to differ materially from those described in any forward-looking statements, including but not limited to the ability of the parties to consummate the proposed merger and the satisfaction of the conditions precedent to consummation of the proposed merger. These factors and risks include, but are not limited to, the strategic opportunity and perceived value to Ralcorp’s shareholders of the proposed merger, general economic conditions, accuracy of certain accounting assumptions, changes in actual or forecasted cash flows, competitive pressures, future sales volume, significant increases in the costs of certain commodities, timely implementation of price increases, successful execution of cost saving strategies, changes in tax laws, integration risks associated with recent acquisitions, changes in weighted average shares for diluted EPS, increases in transportation costs, and other financial, operational, and legal risks and uncertainties detailed from time to time in Ralcorp’s and ConAgra’s cautionary statements contained in their respective filings with the SEC, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this document are made only as of the date hereof. Ralcorp disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law.
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Ralcorp Employee Letter
November 27, 2012
Dear Ralcorp Employees:
I am writing to share some important and exciting news about our company. Just a few moments ago, we announced that Ralcorp has entered into a definitive merger agreement with ConAgra Foods that will combine our companies in an all cash transaction valued at approximately $6.8 billion or $90.00 per share of Ralcorp stock. We believe this combination delivers immediate and compelling cash value to our shareholders and benefits to our employees and customers. Attached is a copy of the joint press release we just issued.
ConAgra Foods is one of North America's leading food companies, with brands in 97 percent of America's households, including Banquet, Chef Boyardee, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip, Slim Jim and Snack Pack, among many others. ConAgra Foods also supplies frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers, and has a private label segment that makes products like granola bars, fruit snacks and pretzels.
We are proud of Ralcorp’s track record of shareholder value creation and view this transaction as the culmination of those efforts. We believe the two companies are a great fit and that now is the right time to join with ConAgra Foods and take our business to the next level. The combined company will be one of the largest packaged food companies in North America, with sales of approximately $18 billion annually and more than 36,000 employees. With the addition of Ralcorp, the combined company will also be the largest private label packaged food business in North America, with combined private label sales of approximately $4.5 billion.
As you know, Ralcorp is well positioned to capitalize on the private-brand opportunity with leading positions in key product categories. By combining our position as the leader in private-brand food production in North America with ConAgra Foods’ strong position in packaged food, we are confident that the combined company will be better positioned for long term success.
At this point in the process, work begins to obtain the regulatory and shareholder approvals necessary to close this transaction. Until that time, Ralcorp and ConAgra Foods will continue to operate as independent companies and compete in the marketplace – today’s announcement will have no impact on our day-to-day operations and it essentially remains business as usual at Ralcorp. We will rely on you, as we always have, to continue to serve our customers with the same level of service they have come to expect from Ralcorp.
We expect the transaction to be completed by March 31, 2013. Following the close of the transaction, I look forward to working with the Ralcorp team, ConAgra Foods executives and the integration teams to ensure a smooth and seamless transition.
As part of a larger diversified organization with the necessary scale and resources to be a leader in today’s rapidly evolving marketplace, we expect there will be significant benefits for Ralcorp employees over the long term. Of course, many of the key decisions about how we will combinethe two companies and operate have not yet been made. Together with ConAgra Foods, we will establish an integration teamthat will work to develop a detailed and thoughtful integration plan to make the post-closing integration as efficient as possible.
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On behalf of the Ralcorp Board and management team, we continue to appreciate the ongoing hard work of our dedicated employees, which has enabled us to grow Ralcorp to our strong presence with our many private-brand offerings across both retail and commercial channels. The senior management team is excited about this combination and the opportunities it will create for our company – and we hope that you will share our enthusiasm.
I also understand that you will have questions about this announcement and how it may impact you. To help answer those questions, we will be hosting a company-wide conference today at 8:35 AM CT.
Please access the call at:
· Dial-in: Domestic - (866) 610-1072, International - (716) 335-9523
· Passcode: 75250578
Tomorrow, Gary Rodkin, ConAgra Foods’ CEO and I will conduct town hall meetings in St. Louis and Downers Grove. It will be a good chance for you to meet and hear from Gary and to ask questions of both of us.
Also, Steve Smith will email you separately a list of questions and answers that may address many of the questions you may have.
It is likely that this transaction will generate interest from the media and other third parties, and it is important for Ralcorp to continue to speak with one voice. If you receive any inquiries from the media or other questions from outside Ralcorp, please contact Matt Pudlowski at (314) 877-7091 or via email atmjpudlow@ralcorp.com.
Finally, I want to take this opportunity to thank you for your dedication and hard work that has been and will continue to be the key to our success.
Sincerely,
Kevin J. Hunt
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Additional Information and Where to Find It
Ralcorp intends to file with the SEC a proxy statement in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Ralcorp and will contain important information about the proposed merger and related matters. RALCORP SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Ralcorp with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Ralcorp by contacting Investor Relations by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101.
Participants in the Solicitation
Ralcorp and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ralcorp shareholders in connection with the proposed merger. Information about Ralcorp’s directors and executive officers is set forth in its proxy statement for its 2012 Annual Meeting of Shareholders, which was filed with the SEC on January 13, 2012, and its Annual Report on Form 10-K for the year ended September 30, 2011, which was filed with the SEC on December 14, 2011 and on September 12, 2012. These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101, or by going to Ralcorp’s Investor Relations page on its corporate website at www.ralcorp.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement that Ralcorp intends to file with the SEC.
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