Ralcorp to Acquire American Italian Pasta Co. for $1.2 Billion

ST. LOUIS and KANSAS CITY, Mo.Ralcorp Holdings Inc. and American Italian Pasta Co. announced a definitive merger agreement under which Ralcorp will acquire all of the outstanding shares of AIPC common stock for $53 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 per share in cash. The transaction is expected to close during Ralcorp's fourth fiscal quarter ending Sept. 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approvals, as well as a majority of the outstanding shares of AIPC common stock being validly tendered and not withdrawn in the tender offer.

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," Hunt said. "This transaction strengthens our position as a diversified provider of private label and branded food products, and we anticipate that by adding AIPC's No. 1 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."