ST. LOUIS, June 24 /PRNewswire-FirstCall/ -- Ralcorp
Holdings, Inc. (NYSE: RAH) ("Ralcorp") today announced that a
wholly-owned subsidiary of Ralcorp has commenced a tender offer to
acquire all of the outstanding shares of Class A common stock of
American Italian Pasta Company (Nasdaq: AIPC) ("AIPC") for
$53.00 per share in cash (the
"Offer"), without interest and less any required withholding tax.
The Offer is being made pursuant to the terms of the definitive
merger agreement entered into between Ralcorp, Excelsior
Acquisition Co., a wholly-owned subsidiary of Ralcorp
("Purchaser"), and AIPC on June 20,
2010 (the "Agreement") and is scheduled to expire at 12:00
midnight, New York City time, on
July 22, 2010, unless extended.
The Board of Directors of AIPC has unanimously determined that
the Offer and merger are advisable, fair to and in the best
interests of AIPC and its stockholders; approved and declared
advisable the merger agreement and the transactions contemplated
thereby; and recommended that all stockholders of AIPC accept the
Offer and tender their shares of Class A common stock in the
Offer.
There is no financing condition to the Offer. The Offer is
subject to the satisfaction of certain conditions set forth in the
Agreement, including there being validly tendered in accordance
with the terms of the Offer, immediately prior to the expiration
date of the Offer and not withdrawn, a number of shares of Class A
common stock that, together with the shares of Class A common stock
then owned by Ralcorp and/or Purchaser, represents a majority of
the total number of outstanding shares of AIPC common stock on a
fully-diluted basis (assuming conversion or exercise of all
derivative securities or other conditions of such derivative
securities), regulatory approvals and other customary conditions
set forth in the Agreement. Following completion of the
Offer, Ralcorp expects to consummate a second-step merger in which
all remaining AIPC stockholders will receive the same cash price
per share paid in the Offer.
The complete terms and conditions of the Offer are set forth in
the offer to purchase, letter of transmittal and other related
materials to be filed by Ralcorp and its subsidiary with the
Securities and Exchange Commission ("SEC") today. In
addition, a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the Offer is to be filed today with the SEC by AIPC.
Copies of the offer to purchase, letter of transmittal and
other related materials, including the Solicitation/Recommendation
Statement, are available free of charge from Georgeson Inc., the
Information Agent for the Offer, at (866) 219-9786 (toll-free) or
(212) 440-9800 (collect). The Depositary for the Offer is
Computershare Trust Company, N.A., and the Dealer Manager for the
Offer is Credit Suisse Securities (USA) LLC.
About Ralcorp Holdings
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.
Important Additional Information
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. The solicitation and offer to
purchase shares of AIPC Class A common stock is being 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 that will be filed today with the SEC by Ralcorp.
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 contain
important information, including the terms and conditions of the
tender offer. Investors and security holders of AIPC Class A
common stock 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 of AIPC common stock can obtain
free copies of these materials 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, the Schedule TO and related
exhibits, including the offer to purchase, letter of transmittal,
and other related documents, may be obtained for free by contacting
Ralcorp at 800 Market Street, Suite 2900, St. Louis, MO 63101, (314) 877-7000 or
Ralcorp's information agent for the tender offer, Georgeson Inc.,
by calling (866) 219-9786 (toll-free) or (212) 440-9800 (collect).
The Schedule 14D-9 may be obtained for free by contacting
AIPC at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, (816)
584-5000.
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Contacts:
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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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SOURCE Ralcorp Holdings, Inc.