ST. LOUIS, and KANSAS CITY, Mo., June
21 /PRNewswire-FirstCall/ -- Ralcorp Holdings, Inc. (NYSE:
RAH) ("Ralcorp") and American Italian Pasta Company (Nasdaq: AIPC)
("AIPC") today announced that the Boards of Directors of both
companies have unanimously approved a definitive merger agreement
under which Ralcorp will acquire all of the outstanding shares of
AIPC common stock for $53.00 per
share in cash, for a total purchase price of approximately
$1.2 billion, net of cash
acquired.
Under the terms of the agreement, Ralcorp will commence a tender
offer to acquire all of the outstanding shares of AIPC common stock
for $53.00 per share in cash.
The transaction is expected to close during Ralcorp's fourth
fiscal quarter ending September 30,
2010 and is subject to customary closing conditions and
regulatory approvals, as well as a majority of the outstanding
shares of AIPC common stock being validly tendered and not
withdrawn in the tender offer. Ralcorp intends to fund the
transaction through a combination of cash on hand, borrowings under
existing credit facilities, a bridge facility for which it has
received a commitment letter or other debt or equity arrangements.
Upon completion of the transaction, AIPC will become a
wholly-owned subsidiary and will operate as an independent division
of Ralcorp, reporting to Kevin J.
Hunt, co-chief executive officer and president of Ralcorp,
who oversees the company's existing Snacks, Sauces and Spreads and
Frozen Bakery Products businesses.
"We are excited about the addition of AIPC to the Ralcorp
family," said Mr. Hunt. "This transaction strengthens our
position as a diversified provider of private label and branded
food products, and we anticipate that by adding AIPC's number
one position in private label dry pasta, strategically-located
production facilities, solid brands and top-tier customer base to
Ralcorp's capabilities, we will be able to better address a broader
spectrum of customer and consumer needs."
"We are delighted to welcome AIPC's talented and dedicated
employees to Ralcorp," added David P.
Skarie, co-chief executive officer and president of Ralcorp.
"We expect AIPC's workforce to be an important part of
Ralcorp's continued growth and success and we intend to continue to
invest in the combined business for sustainable and profitable
growth."
"This transaction with Ralcorp creates significant value for
AIPC's stockholders, customers and employees," said Jack P. Kelly, president and chief executive
officer of AIPC. "This transaction provides immediate cash
value to our stockholders at a premium that is reflective of the
strength of our business. We believe that the addition of
AIPC's products to Ralcorp will help create a stronger, more
diversified company with long-term advantages for both companies'
customers and employees. We look forward to working closely
with the Ralcorp team to complete the transaction as expeditiously
as possible and to ensure a smooth transition."
Expected Benefits of the Ralcorp and AIPC Combination
The combination of Ralcorp and AIPC leverages their
complementary product offerings and market strengths and unites two
companies with rich traditions of delivering quality and value to
their customers and consumers. This combination is expected
to result in:
- the creation of a larger, stronger business with a diversified
but complementary portfolio of high-quality private label and
branded products;
- a strong, combined financial profile, with an anticipated
increase in fully diluted earnings per share of at least
$0.50 for fiscal 2010, on a pro forma
basis as if this transaction, as well as Ralcorp's recent
acquisitions of North American Baking Ltd. and J.T. Bakeries Ltd.
had been completed as of the beginning of the fiscal year and
before one-time costs associated with this transaction; and
- a deeper understanding of private label and branded food
categories, which will allow for the application of the combined
expertise, knowledge and customer relationships over a broader
product base.
Ralcorp has substantial experience integrating acquisitions,
having completed over 20 acquisitions in the past 10 years.
Ralcorp has assembled an experienced team who will be working
closely with AIPC management to plan and facilitate a successful
integration of AIPC in an effort to realize the benefits inherent
in this transaction.
Conference Call
Ralcorp will host a conference call today at 9:00 a.m. EDT to discuss the transaction.
For access to the call via live audio webcast, please visit
the investors section of Ralcorp's website at www.ralcorp.com.
Analysts and investors may access the call by dialing
1-866-610-1072; outside the U.S., dial 1-973-935-2840.
A rebroadcast will be posted as soon as it is available and will
remain posted until July 5, 2010 by
calling 1-800-642-1687 in the U.S. and 1-706-645-9291 outside the
U.S. The PIN number for both the conference call and the
rebroadcast is 83096717. An archive of the webcast will be
posted as soon as it is available and will remain posted for 30
days in the investor relations section on Ralcorp's website at
www.ralcorp.com.
About Ralcorp
Ralcorp produces Post-branded cereals, 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. For more information about Ralcorp,
visit the company's website at www.ralcorp.com.
About American Italian Pasta Company
Founded in 1988 and based in Kansas
City, Missouri, American Italian Pasta Company is a leading
producer of dry pasta in North
America. AIPC has four plants that are located in
Columbia, South Carolina;
Excelsior Springs, Missouri;
Tolleson, Arizona and Verolanuova,
Italy. AIPC has
approximately 675 employees located in the United States and Italy. For more information about AIPC,
visit the company's website at www.aipc.com.
Forward Looking Statements
This document contains forward-looking statements which are
within the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with
respect to the expected timing, completion and effects of the
proposed acquisition and the financial condition, results of
operations, plans, objectives, future performance and business of
Ralcorp and the combined company, including statements preceded by,
followed by or that include the words "believes," "projects,"
"targets," "should," "expects," "anticipates," "estimates,"
"intends," "plans," "will," "can" or similar expressions.
These forward-looking statements are not guarantees of future
performance and involve certain risks and uncertainties.
There are a number of important factors which could cause
Ralcorp's or AIPC's actual results to differ materially from those
anticipated by the forward-looking statements. Therefore,
actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements.
These factors include, but are not limited to: (1) the
ability to consummate the proposed transaction; (2) receipt of
regulatory approvals without unexpected delays or conditions; (3)
changes in estimates of future earnings and cash flows; (4) changes
in expectations as to the closing of the transaction; (5) an
increase in costs of packaging materials, ingredients, or raw
materials, including durum wheat; (6) competitive pressures among
branded and private label manufacturers increasing significantly;
(7) general economic and business conditions that adversely affect
the companies or their suppliers, distributors or customers; (8)
expected synergies and cost savings are not achieved or achieved at
a slower pace than expected; (9) integration problems, delays or
other related costs; (10) retention of customers and critical
employees; (11) the cost of capital necessary to financing the
transaction; (12) unanticipated changes in laws, regulations, or
other industry standards affecting the companies; and (13) those
referenced in Item 1A of Ralcorp's Annual Report on Form 10-K for
the year ended September 30, 2009,
under the heading "Risk Factors" or in Item 1A of AIPC's Annual
Report on Form 10-K for the year ended October 2, 2009, under the heading "Risk
Factors."
Important Information About the Tender Offer
This press release is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell any securities of AIPC. Ralcorp has not commenced the
tender offer for the shares of AIPC common stock described in this
press release. The solicitation and offer to purchase shares
of AIPC common stock will only be made pursuant to a tender offer
statement on Schedule TO and related exhibits, including the offer
to purchase, letter of transmittal, and other related
documents.
Upon commencement of the tender offer, Ralcorp will file with
the SEC a tender offer statement on Schedule TO and related
exhibits, including the offer to purchase, letter of transmittal,
and other related documents. In addition, AIPC will file with
the SEC a tender offer solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. These
documents will contain important information, including the terms
and conditions of the tender offer. Investors and security
holders are urged to read each of these documents and any
amendments to these documents carefully when they are available
prior to making any decisions with respect to the tender offer.
Investors and security holders will be able to obtain free
copies of these materials (when available) and other documents
filed with the SEC by Ralcorp or AIPC through the web site
maintained by the SEC at www.sec.gov. In addition, Schedule
TO and related exhibits, including the offer to purchase, letter of
transmittal, and other related documents may be obtained (when
available) for free by contacting Ralcorp at 800 Market Street,
Suite 2900, St. Louis, MO 63101,
(314) 877-7000 and the Schedule 14D-9 may be obtained (when
available) for free by contacting AIPC at 4100 N. Mulberry Drive,
Suite 200, Kansas City, Missouri
64116, (816) 584-5000.
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For Ralcorp Holdings, Inc.:
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For American Italian Pasta Company:
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Scott D. Monette
Corporate Vice President, Treasurer and Corporate
Development Officer
(314) 877-7113
Matt Pudlowski
Director of Business Development
(314) 877-7091
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Paul Geist
Executive Vice President and Chief Financial
Officer
(816) 584-5611
Matthew Sherman/Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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SOURCE Ralcorp Holdings, Inc.