Immediate
Thomas G. Granneman
314/877-7730
RALCORP HOLDINGS ANNOUNCES AGRIBRANDS INTERNATIONAL
HAS TERMINATED ITS PROPOSED MERGER WITH RALCORP
ST. LOUIS, MO, DECEMBER 4, 2000 Ralcorp Holdings, Inc. (NYSE:RAH) announced
today that Agribrands International, Inc. has terminated its proposed merger
with Ralcorp to pursue a sale of Agribrands to Cargill, Inc. This termination
is permitted under the Reorganization Agreement between Ralcorp and Agribrands
subject to the payment of a $5 million break up fee by Agribrands to Ralcorp.
These funds will be used by Ralcorp to reduce the Company's borrowings.
Commenting on the termination, Joe R. Micheletto, Chief Executive Officer and
President of Ralcorp said, "Of course we are disappointed that this transaction
will not be consummated since we believe it would have been beneficial for both
parties. However, these developments will not change our goal of delivering
shareholder value through acquisitions and internal growth. Although access to
Agribrands' cash reserves and cash flow would have given Ralcorp the opportunity
to make more or larger acquisitions within a shorter time frame, Ralcorp still
has substantial acquisition capital available from unused debt capacity and its
investment in Vail Resorts, Inc. which currently has a market value of
approximately $170 million. Consequently, we will continue to pursue a
disciplined acquisition strategy while growing and improving our existing
businesses. I remain confident that Ralcorp's future is bright."
With annualized sales of approximately $1.1 billion, Ralcorp produces a variety
of store brand foods that are sold under the individual labels of various
grocery, mass merchandise and drug store retailers. Ralcorp's diversified
product mix includes: ready-to-eat and hot cereals, crackers and cookies, snack
nuts and candy, salad dressings, mayonnaise, peanut butter, jam and jellies,
syrups, and various sauces. In addition, Ralcorp holds a 21.8 percent interest
in Vail Resorts, Inc. (NYSE:MTN), the premier mountain resort operator in North
America.
NOTE: Information in this press release that includes information other than
historical data contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Any such forward-looking statements
are made based on information currently known and are subject to various risks
and uncertainties and are therefore qualified by the Company's cautionary
statements contained in its filings with the Securities and Exchange Commission.
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