WASHINGTON (dpa-AFX) - ConAgra Foods Inc. (CAG) announced that it has commenced tender offers to purchase for cash any and all Floating Rate Notes due August 15, 2018 issued by Ralcorp Holdings Inc. (RAH), 7.29% Notes due August 15, 2018 issued by Ralcorp, and 7.39% Notes due August 15, 2020 issued by Ralcorp.
In conjunction with the Tender Offers, ConAgra is also soliciting consents o adopt certain proposed amendments to the indenture under which the Notes were issued that would eliminate certain covenants, restrictive provisions and events of default.
The Tender Offers and Consent Solicitations are being made in connection with the merger agreement, dated as of November 26, 2012, by and among ConAgra Foods, Phoenix Acquisition Sub Inc., a wholly owned subsidiary of ConAgra Foods, and Ralcorp, pursuant to which ConAgra Foods has agreed to acquire Ralcorp.
On December 28, 2012, Ralcorp began mailing its definitive proxy statement to its shareholders in connection with the special meeting of shareholders called to vote on the approval of the Acquisition, which is scheduled to be held on January 29, 2013.
Holders who validly tender their Notes at or prior to 5 p.m., New York City time, on January 14, 2013, unless extended will be eligible to receive the applicable 'Total Consideration', which includes the applicable early tender payment for all such Notes that are accepted on the Settlement Date. For Notes validly tendered after the Early Tender Date but prior 5 p.m., New York City time, on January 29, 2013, unless extended, holders of Notes will be eligible to receive only the applicable Total Consideration less the applicable Early Tender Payment on the Settlement Date.
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