$6.8 Billion Acquisition of Ralcorp Holdings by ConAgra Foods

Cleary Gottlieb is representing Barclays Capital and Goldman Sachs as financial advisors to Ralcorp in the sale of Ralcorp to ConAgra in a merger with an enterprise value of $6.8 billion. The transaction, which was announced on November 27, 2012, creates one of the largest packaged food companies and provides for Ralcorp shareholders to receive $90.00 per share in cash for each outstanding share of common stock. The transaction is expected to close during the first half of 2013, subject to customary regulatory approvals and the approval of Ralcorp’s shareholders.

Ralcorp is the largest manufacturer of private label food in the United States. ConAgra is one of North America’s leading food companies.