NASHVILLE, Tenn., Nov. 27, 2012 /PRNewswire/ --Barrett Johnston, LLC is investigating the Board of Directors of Ralcorp Holdings, Inc. (“Ralcorp” or the “Company”) (NYSE: RAH) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to ConAgra Foods, Inc. (“ConAgra”). Under the terms of the agreement, which was approved by the boards of directors of both companies, Ralcorp shareholders will only receive $90.00 per share in cash in a deal valued at approximately $6.8 billion, including the assumption of debt.
Our investigation concerns whether the transaction may undervalue the Company and result in a substantial loss for many Ralcorp shareholders. ConAgra stated that the transaction will add to earnings in the first year and it expects to achieve about $225 million of cost synergies on an annual basis by the fourth full fiscal year after the deal closes. Additionally, in the joint press release announcing the merger, Kevin J. Hunt, Chief Executive Officer and President of Ralcorp stated: “We look forward to joining with ConAgra Foods to complete this exciting transaction and capitalize on our future growth opportunities.” However, if the merger is approved, Ralcorp shareholders will no longer be able to participate in these future growth opportunities and earnings of the Company.
Timothy L. Miles, Esq.
Barrett Johnston, LLC
217 Second Avenue North
Nashville, TN 37201
Telephone: 615-244-2202 (Ex. 24)