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Ralcorp Holdings Inc/MO – ‘DEFM14A’ on 12/28/12

On:  Friday, 12/28/12, at 4:06pm ET   ·   Effective:  12/28/12   ·   Accession #:  1193125-12-518230   ·   File #:  1-12619

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/28/12  Ralcorp Holdings Inc/MO           DEFM14A    12/28/12    1:1.3M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Final Proxy Statement                               HTML   1.05M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

RALCORP HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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December 28, 2012

Dear Shareholder,

We cordially invite you to attend a special meeting of Ralcorp Holdings, Inc. shareholders to be held at the Bank of America Plaza, 800 Market Street, lower level auditorium, St. Louis, Missouri 63101, on Tuesday, January 29, 2013, at 8:00 a.m., local time.

At the special meeting, we will ask you to consider and vote upon a proposal to approve the merger agreement under which ConAgra Foods, Inc. would acquire Ralcorp. In addition, we will ask you to consider and vote, on an advisory (non-binding) basis, on a proposal to approve the compensation that may be paid or become payable to our named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable, as described in the section entitled “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger — Change of Control Compensation for Ralcorp’s Named Executive Officers.” We entered into this merger agreement on November 26, 2012. If Ralcorp shareholders approve the merger agreement and we complete the merger, you, as a holder of Ralcorp common stock, will be entitled to receive $90.00 in cash, without interest, for each share of Ralcorp common stock owned by you at the consummation of the merger, and Ralcorp will become a wholly owned subsidiary of ConAgra Foods.

After careful consideration, our board of directors has unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Ralcorp’s shareholders, has unanimously approved the merger agreement and the transactions contemplated thereby and unanimously recommends that you vote “FOR” the approval of the merger agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable, as described in the section entitled “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger — Change of Control Compensation for Ralcorp’s Named Executive Officers” and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Your vote is very important, regardless of the number of shares of common stock you own. We cannot consummate the merger unless the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote at the special meeting affirmatively vote to approve the merger agreement. Therefore, the failure of any shareholder to vote will have the same effect as a vote by that shareholder against the approval of the merger agreement.

The attached proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. You can find a copy of the merger agreement in Annex A to this document. We encourage you to read this document and the merger agreement carefully and in their entirety. You may also obtain more information about Ralcorp from documents we have filed with the Securities and Exchange Commission.

Thank you in advance for your continued support and your consideration of this matter.

Sincerely,

Kevin J. Hunt

Chief Executive Officer and President

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The date of this proxy statement is December 28, 2012 and Ralcorp is first mailing this proxy statement to shareholders on or about December 28, 2012.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, January 29, 2013

To the Shareholders of Ralcorp Holdings, Inc.:

We will hold a special meeting of shareholders of Ralcorp Holdings, Inc., a Missouri corporation, or Ralcorp, at the Bank of America Plaza, 800 Market Street, lower level auditorium, St. Louis, Missouri 63101, on Tuesday, January 29, 2013, at 8:00 a.m., local time for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of November 26, 2012, among Ralcorp, ConAgra Foods, Inc., a Delaware corporation, and Phoenix Acquisition Sub Inc., a Missouri corporation and a wholly owned subsidiary of ConAgra Foods, Inc., as it may be amended from time to time, pursuant to which Phoenix Acquisition Sub will merge with and into Ralcorp, with Ralcorp surviving as a wholly owned subsidiary of ConAgra Foods.

2. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers that is based on or otherwise relates to the merger, discussed under the section entitled “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger — Change of Control Compensation for Ralcorp’s Named Executive Officers” beginning on page 46.

3. To consider and vote on a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the merger agreement.

Our board of directors has specified the close of business on December 28, 2012 as the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the special meeting. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment of the special meeting. Each shareholder is entitled to one vote for each share of Ralcorp common stock held on the record date.

If you are a shareholder who objects to the merger and if you comply with the procedures required under The General and Business Corporation Law of Missouri, which we refer to as Missouri law, you may elect to pursue appraisal rights to receive the statutorily determined “fair value” of your shares, which could be more or less than the $90.00 per share merger consideration. In order to qualify for these rights, you must (1) own Ralcorp common stock as of the record date for the special meeting, (2) file with Ralcorp a written objection to the merger prior to or at the special meeting, (3) not vote in favor of the merger agreement, (4) make a written demand for payment of the fair value of your shares within 20 days after the effective time of the merger and (5) otherwise comply with the Missouri law procedures for exercising appraisal rights.

Regardless of whether you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy or submit your proxy by telephone or via the Internet prior to the special meeting to ensure that your shares will be represented at the special meeting. If you have Internet access, we encourage you to submit your proxy via the Internet. The named proxies will vote properly executed proxy cards with no instructions indicated on the proxy card “FOR” the approval of the merger agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. If you attend the special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. We greatly appreciate your prompt attention.

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THE RALCORP BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER AGREEMENT, “FOR” THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO RALCORP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND “FOR” THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE.

By Order of the Board of Directors,

Gregory A. Billhartz

Corporate Vice President, General Counsel and Secretary

December 28, 2012

St. Louis, Missouri

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ADDITIONAL INFORMATION

This document incorporates important business and financial information about Ralcorp from documents that we have not included in or delivered with this document. See “Where You Can Find More Information” on page 74. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from Ralcorp Holdings, Inc., 800 Market Street, St. Louis, Missouri 63101, Attention: Corporate Secretary, telephone (314) 877-7046. Ralcorp will not charge you for any of these documents that you request. If you wish to request documents, you should do so by January 22, 2013 in order to receive them before the special meeting.

For additional questions about the merger, assistance in submitting proxies or voting shares of Ralcorp common stock, or additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: ralcorp@mackenziepartners.com

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SUMMARY

The following summary highlights information in this proxy statement and may not contain all of the information that is important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. We sometimes make reference to Ralcorp Holdings, Inc. and its subsidiaries in this proxy statement by using the terms “Ralcorp,” the “Company,” “we,” “our” or “us.” Each item in this summary includes a page reference directing you to a more complete description of the item in this proxy statement.

The Companies (Page 22)

Ralcorp Holdings, Inc. Ralcorp Holdings, Inc. is a Missouri corporation incorporated on October 23, 1996. The location of Ralcorp’s principal executive offices is 800 Market Street, St. Louis, Missouri 63101, and its telephone number is (314) 877-7000. Ralcorp is primarily engaged in manufacturing, distributing and marketing private-brand and other regional and value-brand food products in the grocery, mass merchandise, drugstore and foodservice channels. Ralcorp’s products include: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products, including pancakes, waffles and French toast; frozen biscuits and other frozen pre-baked products such as breads and rolls; frozen and refrigerated doughs; and dry pasta. Ralcorp sells over 90% of its products to customers within the United States.

ConAgra Foods, Inc. ConAgra Foods, Inc., which we refer to as ConAgra Foods, is one of North America’s leading food companies, with consumer brands in 97% of America’s households sold in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products, as well as other vegetable, spice, and grain products to a variety of well-known restaurants, foodservice operators, and commercial customers.

ConAgra Foods is focused on growing its core operations, expanding into adjacent categories, and increasing its presence in private label and international operations. ConAgra Foods’ core operations include the strategic product groups of convenient meals, potatoes, snacks, meal enhancers and specialty items. ConAgra Foods is also focused on sustainable sales and profit growth with strong and improving returns on invested capital. ConAgra Foods continues to implement its growth, efficiency and portfolio improvement initiatives with high standards of customer service, product safety, and product quality.

ConAgra Foods was initially incorporated as a Nebraska corporation in 1919 and was reincorporated as a Delaware corporation in December 1975. The location of ConAgra Foods’ principal executive offices is One ConAgra Drive, Omaha, Nebraska 68102, and its telephone number is (402) 240-4000.

Phoenix Acquisition Sub Inc. ConAgra Foods formed Phoenix Acquisition Sub Inc., a Missouri corporation and a wholly owned subsidiary of ConAgra Foods, which we refer to as Phoenix Acquisition Sub, on November 20, 2012 solely for the purpose of facilitating ConAgra Foods’ acquisition of Ralcorp. Phoenix Acquisition Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with ConAgra Foods’ acquisition of Ralcorp. Upon consummation of the proposed merger, Phoenix Acquisition Sub will merge with and into Ralcorp and will cease to exist. The location of Phoenix Acquisition Sub’s principal executive offices is One ConAgra Drive, Omaha, Nebraska 68102, and its telephone number is (402) 240-4000.

The Merger (Page 23)

The Agreement and Plan of Merger, dated as of November 26, 2012, which we refer to as the merger agreement, by and among Ralcorp, ConAgra Foods and Phoenix Acquisition Sub, provides that Phoenix Acquisition Sub will merge with and into Ralcorp, which we refer to as the merger. As a result of the merger, Ralcorp will become a wholly owned subsidiary of ConAgra Foods. Upon completion of the proposed merger, shares of Ralcorp common stock will no longer be listed on any stock exchange or quotation system. If Ralcorp

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shareholders approve the merger agreement and we complete the merger, each outstanding share of Ralcorp common stock (other than shares held by Ralcorp, ConAgra Foods, any of their respective subsidiaries or any holder who has properly exercised appraisal rights with respect to such shares in accordance with Section 351.455 of The General and Business Corporation Law of Missouri (which we refer to as Missouri law), which we refer to collectively as the excluded shares), together with any related rights, which we refer to as the rights, issued pursuant to the Shareholder Protection Rights Agreement, dated as of May 4, 2011, between Ralcorp and Computershare Trust Company, N.A., which we refer to as the rights agreement, will be converted into the right to receive $90.00 in cash, without interest. You can find a copy of the merger agreement in Annex A to this proxy statement. We urge you to read carefully the merger agreement in its entirety as it is the legal document governing the merger.

The Special Meeting (Page 18)

Date, Time and Place. We will hold the special meeting at the Bank of America Plaza, 800 Market Street, lower level auditorium, St. Louis, Missouri 63101, on Tuesday, January 29, 2013, at 8:00 a.m., local time.

Purpose. We will ask you to consider and vote upon (1) the approval of the merger agreement, (2) on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers that is based on or otherwise relates to the merger and (3) the adjournment of the special meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Record Date and Quorum. You are entitled to vote at the special meeting if you owned shares of Ralcorp common stock at the close of business on December 28, 2012, the record date for the special meeting. You will have one vote for each share of Ralcorp common stock that you owned on the record date. As of December 27, 2012, there were 55,677,005 shares of Ralcorp common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of approximately 27,838,503 shares of Ralcorp common stock (a majority of Ralcorp common stock outstanding and entitled to vote at the special meeting) constitutes a quorum for the purpose of considering the proposals.

Vote Required. The approval of the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Ralcorp common stock entitled to vote at the special meeting. The approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable, requires the affirmative vote of the holders of at least a majority of the shares of Ralcorp common stock represented in person or by proxy at the special meeting and entitled to vote on the matter. If there are insufficient votes at the time of the special meeting to approve the merger agreement, then Ralcorp may make one or more successive postponements or adjournments of the special meeting. The approval of a proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the affirmative vote of the holders of at least a majority of the shares of Ralcorp common stock represented in person or by proxy at the special meeting and entitled to vote on the matter.

Recommendation of the Ralcorp Board (Page 29)

The Ralcorp board of directors, which we refer to as the Ralcorp board, unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Ralcorp’s shareholders and unanimously approved the merger agreement and the transactions contemplated thereby. The Ralcorp board unanimously recommends that Ralcorp shareholders vote “FOR” the approval of the merger agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

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In deciding to recommend the approval of the merger agreement and the approval of the merger, the Ralcorp board considered many factors, including:

The Ralcorp board also considered the risk that Ralcorp and ConAgra Foods might not complete the merger in a timely manner or at all due to a failure to receive necessary regulatory and other approvals or due to the possible failure to satisfy another condition to the merger.

You should read “The Merger — Reasons for the Merger; Recommendation of the Ralcorp Board” for a more detailed discussion of the factors that the Ralcorp board considered in deciding to recommend the approval of the merger agreement.

Opinions of Ralcorp’s Financial Advisors (Page 31)

Opinion of Barclays

On November 26, 2012, in connection with the merger, Barclays rendered its oral opinion (which opinion was subsequently confirmed in writing), to the Ralcorp board to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated therein, the consideration to be offered to the shareholders of Ralcorp in the merger was fair, from a financial point of view, to such shareholders.

The full text of Barclays’ written opinion, dated as of November 26, 2012, which describes the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in connection with its opinion, is included as Annex B to this proxy statement and is incorporated herein by reference. The summary of Barclays’ written opinion set forth in this proxy statement under the caption titled “The Merger — Opinions of Ralcorp’s Financial Advisors — Opinion of Barclays” beginning on page 31 is qualified in its entirety by reference to the full text of Barclays’ opinion. Barclays’ opinion was provided to the Ralcorp board in connection with its evaluation of the consideration provided

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for in the merger from a financial point of view. Barclays’ opinion does not address any other aspects or implications of the merger and does not constitute a recommendation to any shareholder of Ralcorp as to how such shareholder should vote with respect to the merger or any other matter.

Opinion of Goldman Sachs

Goldman Sachs delivered its opinion, dated November 26, 2012, to the Ralcorp board that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the $90.00 per share in cash to be paid to the holders (other than ConAgra Foods and its affiliates) of shares of Ralcorp common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated November 26, 2012, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is included as Annex C to this proxy statement and is incorporated herein by reference. The summary of Goldman Sachs’ written opinion set forth in this proxy statement under the caption title “The Merger — Opinions of Ralcorp’s Financial Advisors — Opinion of Goldman Sachs” beginning on page 34 is qualified in its entirety by reference to the full text of the opinion. Goldman Sachs provided its opinion for the information and assistance of the Ralcorp board in connection with its consideration of the merger. Goldman Sachs’ opinion does not constitute a recommendation as to how any holder of shares of Ralcorp common stock should vote with respect to the merger or any other matter.

Barclays and Goldman Sachs are collectively referred to in this proxy statement as “Ralcorp’s financial advisors.”

Treatment of Stock Options and Other Equity Awards (Page 56)

Upon consummation of the merger, (1) outstanding Ralcorp stock options and stock appreciation rights, restricted shares of Ralcorp common stock and restricted stock units will automatically vest (to the extent unvested) and be converted into the right to receive the merger consideration of $90.00 in cash, without interest, for each share subject to the award (in the case of options and stock appreciation rights, less the per-share exercise price for each share subject to the award), and (2) any dividends and interest thereon accrued but unpaid as of the consummation of the merger with respect to restricted shares and restricted stock units will automatically vest and be paid or delivered to the holders of such restricted shares and restricted stock units.

Material U.S. Federal Income Tax Consequences of the Merger (Page 49)

In general, the receipt of cash in exchange for shares of Ralcorp common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Holders of Ralcorp common stock should consult their tax advisors about the tax consequences to them of the exchange of shares of Ralcorp common stock for cash pursuant to the merger in light of their particular circumstances.

Litigation Related to the Merger (Page 51)

Ralcorp is aware of seven purported class actions against Ralcorp, Ralcorp’s directors and/or ConAgra Foods filed by purported shareholders of Ralcorp and relating to the merger and/or the responses by Ralcorp to the acquisition proposals made by ConAgra Foods in 2011. The complaints allege, among other things, that Ralcorp’s directors breached their fiduciary duties to the Ralcorp shareholders. Three of the suits allege that ConAgra Foods aided and abetted Ralcorp’s directors in such alleged breaches of their fiduciary duties. Each plaintiff purports to bring his or her claims on behalf of himself or herself and a class of Ralcorp shareholders. One lawsuit also alleges on behalf of the individual plaintiff only that Ralcorp’s Preliminary Proxy Statement on Schedule 14A, which was filed with the SEC on December 12, 2012 (which we refer to as the Preliminary Proxy Statement), omits material facts in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act) and Rule 14a-9 under the Exchange Act. The actions seek judicial declarations that the merger agreement was entered into in breach of the directors’ fiduciary duties,

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injunctive relief preventing the parties from completing the merger, rescission of the transactions contemplated by the merger agreement, award of attorneys’ fees and expenses for plaintiffs and other forms of relief.

In 2011, three alleged Ralcorp shareholders filed actions against Ralcorp and its directors in Missouri state court, all in the Circuit Court of the City of St. Louis. These three lawsuits challenged Ralcorp’s refusal to enter into a merger agreement with ConAgra Foods in 2011. On November 30, 2012, the three plaintiffs filed an amended petition, in which they allege that Ralcorp’s directors breached their fiduciary duties in connection with the proposed transaction and seek declaratory, rescissory, injunctive and other, unspecified, equitable relief.

On December 4, 2012, the fourth putative class action suit was filed, on December 7, 2012, the fifth putative class action suit was filed, and on December 18, 2012, the sixth putative class action suit was filed, each of which makes substantially identical claims as the November 2012 consolidated petition against Ralcorp’s directors, but also names ConAgra Foods as a defendant and alleges that ConAgra Foods aided and abetted the Ralcorp directors’ alleged breach of their fiduciary duties. On December 10, 2012, the plaintiffs in the fourth putative class action moved for consolidation of the related actions, appointment of lead class counsel, expedited discovery and a briefing schedule in connection with an expected motion for preliminary injunction. On December 17, 2012, the plaintiffs in the fourth putative class action filed an amended complaint, in which the plaintiffs add allegations that the Preliminary Proxy Statement omitted certain material information concerning the proposed transaction. On December 19, 2012, the plaintiffs in the first putative class action moved for consolidation of the related actions. On December 27, 2012, a seventh putative class action was filed in the United States District Court for the Eastern District of Missouri. This lawsuit alleges similar class action claims for breach of fiduciary duty against Ralcorp’s directors and aiding and abetting claims against Ralcorp and ConAgra Foods. It alleges also on behalf of the individual plaintiff only that Ralcorp and its directors violated Section 14(a) of the Exchange Act and Rule 14a-9 under the Exchange Act, and that Ralcorp’s directors violated Section 20(a) of the Exchange Act by omitting material facts from the Preliminary Proxy Statement.

Interests of Ralcorp’s Directors and Executive Officers in the Merger (Page 42)

In considering the recommendation of the Ralcorp board that you vote to approve the merger agreement, you should be aware that some of Ralcorp’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Ralcorp’s shareholders generally. The members of the Ralcorp board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the shareholders that the merger agreement be approved. These interests include:

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For a more detailed discussion of these interests, see “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger” beginning on page 42.

Common Stock Ownership of Directors and Executive Officers (Page 73)

As of December 6, 2012, the directors and executive officers of Ralcorp beneficially owned in the aggregate approximately 283,214 of the shares of Ralcorp common stock entitled to vote at the special meeting or approximately 2.3% of Ralcorp’s outstanding common stock. We currently expect that each of these individuals will vote all of his shares of Ralcorp common stock in favor of each of the proposals.

Amendment to Ralcorp’s Rights Agreement (Page 53)

On November 26, 2012, Ralcorp entered into an amendment to the rights agreement to include Ralcorp’s express written consent to the execution, delivery and performance of the merger agreement and the announcement and consummation of the transactions contemplated thereby, and to clarify that insofar as such consent has been given, the rights agreement shall be inapplicable to the merger agreement, the merger or any other transactions contemplated by the merger agreement. In particular, the amendment to the rights agreement (1) clarifies that none of ConAgra Foods, Phoenix Acquisition Sub or any of their respective affiliates or associates will be deemed to be an “Acquiring Person” (as defined in the rights agreement) as a result of the approval, execution, delivery or performance of the merger agreement or the announcement or consummation of the transactions contemplated thereby, and (2) provides that all rights will expire in their entirety immediately prior to the effective time of the merger without any payment to be made in respect thereof.

Appraisal Rights (Page 69)

Shareholders who object to the merger agreement may elect to pursue their appraisal rights to receive the statutorily determined “fair value” of their shares, which could be equal to, more than or less than the $90.00 per share merger consideration. In order to qualify for these rights, you must (1) own Ralcorp common stock as of the record date for the special meeting, (2) file with Ralcorp a written objection to the merger prior to or at the special meeting, (3) not vote in favor of the merger agreement, (4) make a written demand for payment of the fair

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value of your shares within 20 days after the effective time of the merger and (5) otherwise comply with Missouri law procedures for exercising appraisal rights. For a summary of these Missouri law procedures, see “Appraisal Rights.” An executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted “FOR” the approval of the merger agreement and will disqualify the shareholder submitting that proxy from demanding appraisal rights.

Conditions to the Merger (Page 66)

Conditions to Each Party’s Obligations. Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of the following conditions:

Conditions to ConAgra Foods’ and Phoenix Acquisition Sub’s Obligations. ConAgra Foods’ and Phoenix Acquisition Sub’s obligations to consummate the merger are subject to the satisfaction of further conditions, including:

Conditions to Ralcorp’s Obligations. Ralcorp’s obligation to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

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No Solicitation; Ralcorp Board Recommendation (Page 61)

Ralcorp has agreed to, and to cause its representatives to, cease any existing discussions or negotiations with any third party conducted prior to the date of the merger agreement with respect to any competing acquisition proposal (as defined under “The Merger Agreement — No Solicitation; Ralcorp Board Recommendation”) and that, subject to the exception described below, neither it nor any of its subsidiaries may, nor may Ralcorp or its subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors, who are collectively referred to as representatives, to, directly or indirectly:

If, however, at any time before the shareholders of Ralcorp approve the merger agreement, Ralcorp receives from a third party a bona fide written competing acquisition proposal and the Ralcorp board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, Ralcorp is permitted, subject to certain limitations, to:

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Ralcorp may also make an adverse recommendation change in response to material events or changes in circumstances after the date of the merger agreement that were not known to Ralcorp as of or prior to the date of the merger agreement if the Ralcorp board determines in good faith, after consideration with outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law and after giving ConAgra Foods the opportunity to propose changes to the merger agreement in response to such material events or changes in circumstances.

Termination of the Merger Agreement (Page 67)

Ralcorp and ConAgra Foods may terminate the merger agreement by mutual written agreement at any time before the effective time of the merger. In addition, with certain exceptions, either Ralcorp or ConAgra Foods may terminate the merger agreement at any time before the effective time of the merger if:

Ralcorp may also terminate the merger agreement prior to the special meeting if the Ralcorp board makes an adverse recommendation change in order to enter into a definitive, written agreement concerning a superior proposal, as long as Ralcorp pays the termination fee after complying with the other applicable terms of the merger agreement (as described under “The Merger Agreement — Termination Fee”).

If the Ralcorp board makes an adverse recommendation change, ConAgra Foods may terminate the merger agreement prior to the special meeting within 15 days after such change in recommendation. ConAgra Foods may also terminate the merger agreement if Ralcorp has intentionally and materially breached the provisions described under “The Merger Agreement — Ralcorp Shareholder Meeting” and under the first paragraph of “The Merger Agreement — No Solicitation; Ralcorp Board Recommendation.”

Termination Fee (Page 68)

Ralcorp has agreed to pay ConAgra Foods a termination fee of $180 million if:

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Regulatory Approvals (Page 52)

Under the provisions of the HSR Act, the merger may not be completed until ConAgra Foods and Ralcorp have filed notification and report forms with the Antitrust Division of the U.S. Department of Justice, which we refer to as the Antitrust Division, and the U.S. Federal Trade Commission, which we refer to as the FTC, and the applicable waiting period has expired or been terminated. ConAgra Foods and Ralcorp filed their respective notification and report forms required under the HSR Act with the Antitrust Division and the FTC on December 10, 2012 and December 11, 2012, respectively. The 30-day waiting period will expire at 11:59 p.m. on January 10, 2013, unless otherwise extended or terminated.

The completion of the merger is also subject to prior notification to the Commissioner of Competition under the Competition Act (Canada). ConAgra Foods filed its notice form required under Part IX of the Competition Act (Canada) with the Commissioner of Competition on December 10, 2012 and submitted additional material on December 14, 2012. Ralcorp filed its notice form required under Part IX of the Competition Act (Canada) with the Commissioner of Competition on December 11, 2012 and submitted additional material on December 18, 2012. The waiting period will expire on January 17, 2013, unless the waiting period is terminated early. In accordance with the terms of the merger agreement, the parties have sought written confirmation that the Commissioner of Competition does not, at the time the confirmation is issued, intend to make an application for an order under Section 92 of the Competition Act (Canada) in respect of the merger, or in the alternative, that the Commissioner of Competition issues an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) in respect of the merger. See “The Merger — Regulatory Approvals” beginning on page 52.

Current Market Price of Ralcorp Common Stock (Page 71)

The closing sale price of Ralcorp common stock on the NYSE on December 27, 2012 was $89.38. You are encouraged to obtain current market quotations for Ralcorp common stock in connection with voting your shares.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a holder of shares of Ralcorp common stock. For important additional information, please refer to the more detailed discussion contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement. We sometimes make reference to Ralcorp Holdings, Inc. and its subsidiaries in this proxy statement by using the terms “Ralcorp,” the “Company,” “we,” “our” or “us.”

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If you are submitting your proxy by telephone or via the Internet, your voting instructions must be received by 1:00 a.m., Central time, on January 29, 2013.

Submitting your proxy via the Internet, by telephone or by mailing in your proxy card will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by mail, via the Internet or by telephone even if you plan to attend the special meeting in person to ensure that your shares of Ralcorp common stock are represented at the special meeting.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the approval of the merger agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

In addition, because any shares of Ralcorp common stock you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, shares held in “street name” will not be

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combined for voting purposes with shares you hold of record. To be sure your shares of Ralcorp common stock are voted, you should instruct your brokerage firm, bank, trust or other nominee to vote your shares.

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Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Ralcorp Holdings, Inc.

800 Market Street

St. Louis, Missouri 63101

Attention: Corporate Secretary

If you are a “street name” holder of Ralcorp common stock, you should contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your proxy.

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105 Madison Avenue

New York, NY 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: ralcorp@mackenziepartners.com

If your brokerage firm, bank, trust or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, include forward-looking statements based on estimates and assumptions. There are forward-looking statements throughout this proxy statement, including, without limitation, in statements containing words such as “believes,” “estimates,” “anticipates,” “continues,” “predict,” “potential,” “contemplates,” “expects,” “may,” “will,” “likely,” “could,” “should” or “would” or other similar words or phrases. These statements are subject to risks, uncertainties and other factors, including, among others:

In addition, we are subject to risks and uncertainties and other factors detailed in Ralcorp’s annual report on Form 10-K for the fiscal year ended September 30, 2012, filed with the Securities and Exchange Commission, which we refer to as the SEC, on November 29, 2012, and updated in our subsequently filed current reports on Form 8-K, which you should read in conjunction with this proxy statement. See “Where You Can Find More Information” on page 74. Many of the factors that will determine Ralcorp’s future results are beyond Ralcorp’s ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained in this proxy statement, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date of this proxy statement (unless otherwise specified in this proxy statement). We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement represent Ralcorp’s views as of the date of this proxy statement (unless otherwise specified in this proxy statement), and you should not assume that the statements made in this proxy statement remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

Ralcorp is furnishing this proxy statement to Ralcorp shareholders as part of the solicitation of proxies by the Ralcorp board for use at the special meeting to be held at the Bank of America Plaza, 800 Market Street, lower level auditorium, St. Louis, Missouri 63101, on Tuesday, January 29, 2013, at 8:00 a.m., local time, or at any postponement or adjournment thereof. The purpose of the special meeting is for Ralcorp shareholders to consider and vote upon approval of the merger agreement, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers that is based on or otherwise relates to the merger, and the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. Ralcorp shareholders must approve the merger agreement in order for Ralcorp to complete the merger. If Ralcorp shareholders fail to approve the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A. You are urged to read the merger agreement in its entirety.

Record Date and Quorum

We have fixed the close of business on December 28, 2012 as the record date for the special meeting, and only holders of record of Ralcorp common stock on the record date are entitled to vote at the special meeting. As of December 27, 2012, there were 55,677,005 shares of Ralcorp common stock outstanding and entitled to vote.

Each share of Ralcorp common stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the shares of Ralcorp common stock issued, outstanding and entitled to vote at the special meeting constitutes a quorum for the purpose of considering the proposals. Shares of Ralcorp common stock represented at the special meeting but not voted, including shares of Ralcorp common stock for which proxies have been received but for which shareholders have abstained from voting, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Required Votes

Vote for Approval of the Merger

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the proposal to approve the merger agreement. Consummation of the merger requires the approval of the merger agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Ralcorp common stock entitled to vote at the special meeting. Therefore, if you abstain or fail to vote, it will have the same effect as a vote “AGAINST” the approval of the merger agreement.

Advisory (Non-Binding) Vote on Change of Control Compensation

In accordance with Section 14A of the Exchange Act, Ralcorp is providing its shareholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to its named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable. As required by those rules, Ralcorp is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger and the agreements or understandings pursuant to which such compensation may be paid or become payable, as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the proxy statement entitled “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger — Change of Control Compensation for Ralcorp’s Named Executive Officers,” including the associated narrative and tabular discussion, is hereby APPROVED.”

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These arrangements serve as a retention device during a potential change in control when executives may leave to pursue other employment out of concern for their job security.

The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger agreement. Accordingly, you may vote to approve the merger agreement and vote not to approve the executive compensation and vice versa. Because the vote on executive compensation paid or that may become payable in connection with the merger is advisory only, it will not be binding on either Ralcorp or ConAgra Foods. Accordingly, because Ralcorp is contractually obligated to pay the compensation, if Ralcorp’s shareholders approve the merger agreement and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote.

The affirmative vote of the holders of at least a majority of the shares of Ralcorp common stock represented in person or by proxy and entitled to vote on the matter will be required to approve the advisory resolution on executive compensation payable to Ralcorp’s named executive officers in connection with the merger. Therefore, if you abstain, it will have the same effect as a vote “AGAINST” the approval of the proposal, and if you fail to vote, it will have no effect on the outcome of the proposal unless the shares are counted as present at the special meeting.

Vote for Approval of an Adjournment of the Special Meeting

The approval of the proposal to adjourn the special meeting to a later time, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of the holders of at least a majority of the shares of Ralcorp common stock represented in person or by proxy at the special meeting and entitled to vote thereon. Therefore, if you abstain, it will have the same effect as a vote “AGAINST” the approval of the proposal to adjourn the special meeting, and if you fail to vote, it will have no effect on the outcome of the proposal unless the shares are counted as present at the special meeting.

As of December 6, 2012, Ralcorp’s directors and executive officers held and are entitled to vote, in the aggregate, approximately 283,214 shares of Ralcorp common stock, representing approximately 2.3% of the outstanding shares of Ralcorp common stock. We currently expect that each of Ralcorp’s directors and executive officers will vote their shares of Ralcorp common stock in favor of the proposals to be presented at the special meeting.

Proxies and Revocation

If you are the shareholder of record of your shares of Ralcorp common stock and you submit a proxy by telephone or via the Internet or by returning a signed and dated proxy card by mail that Ralcorp receives at any time prior to the closing of the polls at the special meeting, the named proxies will vote your shares at the special meeting as you indicate. If you sign your proxy card without indicating your vote, the named proxies will vote your shares “FOR” the approval of the merger agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

If your shares of Ralcorp common stock are held in “street name,” you will receive instructions from your brokerage firm, bank, trust or other nominee that you must follow in order to have your shares of Ralcorp common stock voted. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank, trust or other nominee. Brokers who hold shares of Ralcorp common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine,” such as approval of the merger agreement, approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger or approval of the adjournment of the special meeting, without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are represented at the meeting, but

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with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal, and the broker does not have discretionary voting power on such proposal. Because brokers do not have authority to exercise voting discretion with respect to the proposal to approve the merger agreement, the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ralcorp’s named executive officers in connection with the merger, and the proposal to approve the adjournment of the special meeting, there will not be any broker non-votes at the special meeting. If your broker or other nominee holds your shares of Ralcorp common stock in “street name,” your broker or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker or other nominee with this proxy statement.

Proxies received by Ralcorp at any time prior to the closing of the polls at the special meeting, in the case of proxies submitted by using proxy cards, or 1:00 a.m., Central time, on January 29, 2013, in the case of proxies submitted by telephone or via the Internet, that have not been revoked or superseded before being voted, will be voted at the special meeting.

If you are the shareholder of record of your shares of Ralcorp common stock, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting:

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Ralcorp Holdings, Inc.

800 Market Street

St. Louis, Missouri 63101

Attention: Corporate Secretary

If you are a “street name” holder of Ralcorp common stock, you may change your vote by submitting new voting instructions to your brokerage firm, bank, trust or other nominee. You must contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your instructions.

Adjournments and Postponements

Under the terms of the merger agreement, if Ralcorp has not received proxies representing a sufficient number of shares of Ralcorp common stock to approve the merger agreement, whether or not a quorum is present, Ralcorp may make one or more successive postponements or adjournments of the special meeting. Subject to Ralcorp’s obligations under the merger agreement, the Ralcorp board may in its discretion postpone the special meeting upon public announcement given on or prior to the date previously scheduled for the special meeting. The shareholders, by the vote of a majority of the shares of Ralcorp common stock entitled to vote and represented in person or by proxy at the special meeting, may, without further notice to any shareholder (unless a new record date is set or the adjournment is for more than 90 days), adjourn the special meeting to a different time and place to permit further solicitations of proxies. In addition, Ralcorp’s bylaws provide that the person presiding over the special meeting has the right and authority to adjourn the special meeting. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called. Any signed proxies received by Ralcorp prior to the closing of the polls at the special meeting in which no voting instructions are provided on such matter will be voted “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies. Because a majority

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of the votes represented at the meeting is required to approve the proposal to adjourn the meeting, abstentions will have the same effect on such proposal as a vote “AGAINST” the proposal. The Ralcorp board may successively postpone the special meeting to a specified date up to a date 90 days after such postponement or to another place upon public announcement given on or prior to the date previously scheduled for the special meeting. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Ralcorp shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

Solicitation of Proxies

Ralcorp is making this solicitation of proxies and bearing the cost of this solicitation. We have retained MacKenzie Partners, Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies for the special meeting for a fee of approximately $30,000, plus reimbursement of reasonable out-of-pocket expenses. MacKenzie Partners’ employees and our directors, officers and employees may solicit the return of proxies by personal contact, mail, electronic mail, facsimile, telephone or via the Internet. MacKenzie Partners expects that approximately 25 of its employees will assist in the solicitation. We may also issue press releases asking for your vote or post letters or notices to you on our website, www.ralcorp.com. Our directors, officers and employees may also solicit proxies by personal interview, mail, electronic mail, telephone, facsimile or other means of communication. Ralcorp will not pay these persons additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of Ralcorp common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.

List of Shareholders

A list of our shareholders entitled to vote at the special meeting will be available for inspection by any shareholder at any time during the usual business hours at our registered office at least ten days prior to the date of the special meeting and continuing through the special meeting. The list will also be available at the meeting for inspection by any shareholder present at the meeting.

Householding

SEC rules allow delivery of a single proxy statement to households at which two or more shareholders reside. Accordingly, shareholders sharing an address who have been previously notified by their broker or its intermediary will receive only one copy of this proxy statement, unless the shareholder has provided contrary instructions. Individual proxy cards or voting instruction forms (or electronic voting facilities) will, however, continue to be provided for each shareholder account. This procedure, referred to as “householding,” reduces the volume of duplicate information received by shareholders, as well as our expenses. Shareholders having multiple accounts may have received householding notifications from their respective brokers and, consequently, such shareholders may receive only one copy of this proxy statement. Shareholders who prefer to receive separate copies of this proxy statement, either now or in the future, may request to receive separate copies of this proxy statement by notifying our Corporate Secretary. Shareholders currently sharing an address with another shareholder who wish to have only one copy of this proxy statement delivered to the household in the future should also contact our Corporate Secretary. Our Corporate Secretary may be reached by telephone at (314) 877-7046 or by mail at Ralcorp Holdings, Inc., 800 Market Street, St. Louis, Missouri 63101, Attention: Corporate Secretary.

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THE COMPANIES

Ralcorp Holdings, Inc.

Ralcorp Holdings, Inc. is a Missouri corporation incorporated on October 23, 1996. The location of Ralcorp’s principal executive offices is 800 Market Street, St. Louis, Missouri 63101, and its telephone number is (314) 877-7000. Ralcorp is primarily engaged in manufacturing, distributing and marketing private-brand and other regional and value-brand food products in the grocery, mass merchandise, drugstore and foodservice channels. Ralcorp’s products include: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products, including pancakes, waffles and French toast; frozen biscuits and other frozen pre-baked products such as breads and rolls; frozen and refrigerated doughs; and dry pasta. Ralcorp sells over 90% of its products to customers within the United States.

ConAgra Foods, Inc.

ConAgra Foods is one of North America’s leading food companies, with consumer brands in 97% of America’s households sold in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products, as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers.

ConAgra Foods is focused on growing its core operations, expanding into adjacent categories and increasing its presence in private label and international operations. ConAgra Foods’ core operations include the strategic product groups of convenient meals, potatoes, snacks, meal enhancers and specialty items. ConAgra Foods is also focused on sustainable sales and profit growth with strong and improving returns on invested capital. ConAgra Foods continues to implement its growth, efficiency and portfolio improvement initiatives with high standards of customer service, product safety and product quality.

ConAgra Foods was initially incorporated as a Nebraska corporation in 1919 and was reincorporated as a Delaware corporation in December 1975. The location of ConAgra Foods’ principal executive offices is One ConAgra Drive, Omaha, Nebraska 68102, and its telephone number is (402) 240-4000.

Phoenix Acquisition Sub Inc.

ConAgra Foods formed Phoenix Acquisition Sub, a Missouri corporation and a wholly owned subsidiary of ConAgra Foods, on November 20, 2012 solely for the purpose of facilitating ConAgra Foods’ acquisition of Ralcorp. Phoenix Acquisition Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with its acquisition of Ralcorp. Upon consummation of the proposed merger, Phoenix Acquisition Sub will merge with and into Ralcorp and will cease to exist. The location of Phoenix Acquisition Sub’s principal executive offices is One ConAgra Drive, Omaha, Nebraska 68102, and its telephone number is (402) 240-4000.

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THE MERGER

Background of the Merger

The Ralcorp board engages in a regular strategic planning process, and regularly reviews and discusses at board meetings Ralcorp’s performance, risks, opportunities and strategy. The Ralcorp board and management team review and evaluate the possibility of pursuing various strategic acquisitions as part of their ongoing efforts to strengthen Ralcorp’s businesses and enhance shareholder value, taking into account economic, competitive and other conditions.

On February 23, 2011, Mr. Gary M. Rodkin, Chief Executive Officer of ConAgra Foods, contacted Mr. William P. Stiritz, the then Chairman of the Board of Ralcorp, to request a meeting to discuss ConAgra Foods’ interest in the potential acquisition of Ralcorp. Mr. Stiritz responded that he would discuss that request at Ralcorp and get back to Mr. Rodkin. On March 4, 2011, Mr. Rodkin contacted Mr. Stiritz, to express ConAgra Foods’ continued interest in discussing a potential combination of ConAgra Foods and Ralcorp. Mr. Rodkin and Mr. Stiritz agreed to speak at a later date and discussed their potential availability for a meeting on March 23, 2011.

On March 14, 2011, the Ralcorp board met with members of senior management of Ralcorp. The participants discussed, among other topics, the preliminary interest communicated by Mr. Rodkin to Mr. Stiritz on their earlier calls. At the meeting, Mr. Gregory A. Billhartz, Corporate Vice President, General Counsel and Secretary of Ralcorp, reviewed with the Ralcorp board its fiduciary duties. In addition, the participants discussed several potential strategic alternatives, including the potential separation of Ralcorp’s Post brand cereal business (which we refer to as Post Foods) which had previously been considered by the Ralcorp board.

On March 21, 2011, Mr. Stiritz called Mr. Rodkin and informed him that Mr. Stiritz was not interested in meeting with Mr. Rodkin.

On March 22, 2011, Mr. Stiritz received a letter from Mr. Rodkin addressed to the Ralcorp board. The letter contained a non-binding proposal from ConAgra Foods to acquire 100% of the outstanding shares of Ralcorp common stock for a purchase price of $82.00 per share, to be paid in a combination of cash (60%) and ConAgra Foods stock (40%). The letter requested a response by April 1, 2011. That day, Mr. Stiritz notified the Ralcorp board and members of senior management of the receipt of ConAgra Foods’ proposal.

On March 24, 2011, the Executive Committee of the Ralcorp board, which had the full authority of the Ralcorp board between Ralcorp board meetings, and the Strategy and Financial Oversight Committee of the Ralcorp board, which had the authority to review and act upon significant strategic matters, met with members of senior management of Ralcorp for the purpose of discussing, among other topics, the letter received from ConAgra Foods on March 22, 2011. Mr. Billhartz reviewed with the Executive Committee and the Strategy and Financial Oversight Committee their fiduciary duties. During this meeting, the participants discussed ConAgra Foods’ proposal and the process for evaluating the proposal, including discussion at a full Ralcorp board meeting to be held the next day, and the advisability of engaging a financial advisor to assist the Ralcorp board in the evaluation of various strategic alternatives, which Ralcorp did following the meeting.

On March 25, 2011, the Ralcorp board met with members of senior management of Ralcorp. The participants discussed certain potential strategic alternatives, including ConAgra Foods’ proposal. During the meeting, Mr. Billhartz reviewed with the Ralcorp board its fiduciary duties. Senior management of Ralcorp reviewed with the Ralcorp board Ralcorp’s business, financial condition and prospects and updated the Ralcorp board on events that had transpired since its last meeting on March 14, 2011. After discussion, the Ralcorp board requested that Ralcorp’s management and financial advisor continue their review of the ConAgra Foods proposal and communicate to ConAgra Foods that Ralcorp would respond at an appropriate time.

On April 1, 2011, Mr. Stiritz called Mr. Rodkin and informed him that, while his personal view was that he did not perceive a mutuality of interest in pursuing a potential transaction, any decision regarding the ConAgra Foods proposal would rest with the Ralcorp board.

On April 12, 2011, the Strategy and Financial Oversight Committee of the Ralcorp board met with members of senior management of Ralcorp and representatives of Ralcorp’s financial advisor for the purpose of discussing

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Ralcorp’s strategic direction and reviewing Ralcorp’s three-year strategic and financial plan, which was the product of a strategic planning process that began in June 2010. In addition, the participants discussed several potential strategic alternatives, including the potential separation of Post Foods.

On April 15, 2011, the Ralcorp board met with members of senior management of Ralcorp and representatives of Ralcorp’s financial advisor. The participants discussed Ralcorp’s strategic direction and reviewed Ralcorp’s three-year strategic and financial plan. In addition, the participants discussed several potential strategic alternatives, including the potential separation of Post Foods.

On April 29, 2011, CNBC reported that ConAgra Foods had made an unsolicited proposal to acquire Ralcorp.

On May 1, 2011, the Ralcorp board met with members of senior management and representatives of Ralcorp’s financial advisor. Also present was a representative of Bryan Cave LLP, Ralcorp’s legal advisor. The participants further discussed ConAgra Foods’ proposal. At the meeting, the Ralcorp board reviewed Ralcorp’s stand-alone strategic plan, the outlook for Ralcorp on a stand-alone basis, future product releases, and the exploration of other potential strategic alternatives for Ralcorp. Members of Ralcorp’s management reported on Ralcorp’s business operations, financial condition and prospects and, along with representatives of Ralcorp’s financial advisor, reviewed with the Ralcorp board certain financial analyses. At the meeting, Mr. Billhartz reviewed with the Ralcorp board the terms of a potential Ralcorp shareholder rights plan. Following discussion, the Ralcorp board unanimously determined to reject ConAgra Foods’ proposal as not being in the best interests of Ralcorp’s shareholders. Following the board meeting, Ralcorp sent a letter to Mr. Rodkin communicating the Ralcorp board’s formal rejection of the proposal set forth in ConAgra Foods’ March 22, 2011 letter. Ralcorp also issued a press release that day stating that the Ralcorp board had received an unsolicited proposal from a third party in March 2011 and that the board had considered the proposal and unanimously concluded that the proposal was not in the best interests of Ralcorp’s shareholders and determined not to pursue the proposal.

On May 4, 2011, Mr. Rodkin sent a letter to Mr. Stiritz and the Ralcorp board. The letter referred to the April 1, 2011 conversation between Mr. Stiritz and Mr. Rodkin and stated that, since the conversation, ConAgra Foods had continued to evaluate a combination with Ralcorp and that ConAgra Foods was sending a letter with a new proposal and publicly releasing that letter. That day, ConAgra Foods issued a press release in which it made public the letter separately sent by Mr. Rodkin that day, in which ConAgra Foods increased its proposal to $86.00 per share in cash.

Later on May 4, 2011, the Ralcorp board met with members of senior management and representatives of Ralcorp’s financial and legal advisors. During the meeting, the participants discussed ConAgra Foods’ revised proposal and discussed with management and Ralcorp’s financial and legal advisors various financial, legal and strategic considerations. After discussion, the Ralcorp board (i) unanimously determined that the unsolicited proposal by ConAgra Foods undervalued Ralcorp and its prospects for growth and the creation of shareholder value and rejected the proposal as not in the best interests of shareholders and (ii) adopted a shareholder rights plan. Later that day, Ralcorp issued a press release announcing these actions.

On May 5, 2011, the Ralcorp board met with members of senior management and representatives of Ralcorp’s financial advisor. The participants discussed several potential strategic alternatives, including the potential separation of Post Foods.

On May 16, 2011, the Strategy and Financial Oversight Committee of the Ralcorp board met with members of senior management of Ralcorp and representatives of Ralcorp’s financial advisor and discussed several potential strategic alternatives, including the potential separation of Post Foods.

On May 19, 2011, the Ralcorp board met with members of senior management and representatives of Ralcorp’s financial advisor to discuss potential tactics that ConAgra Foods might employ in seeking to acquire Ralcorp. In addition, the Ralcorp board discussed several potential strategic alternatives, including the potential separation of Post Foods.

In early June 2011, a representative of Centerview Partners LLC, one of ConAgra Foods’ financial advisors, which we refer to as Centerview Partners, called representatives of Ralcorp’s financial advisor to request a private meeting between ConAgra Foods and Ralcorp to discuss a potential business combination transaction.

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On June 6, 2011, a representative of Ralcorp’s financial advisor sent a letter to a representative of Centerview Partners to inform them that Ralcorp believed there was no reason for the parties to meet.

On July 7, 2011, the Strategy and Financial Oversight Committee of the Ralcorp board met with members of senior management of Ralcorp and representatives of Ralcorp’s financial advisor for the purpose of discussing the potential separation of Post Foods.

On July 12, 2011, the Ralcorp board met with members of senior management and representatives of Ralcorp’s financial advisor to discuss the potential separation of Post Foods. Following discussion, the Ralcorp board unanimously agreed in principle to separate Ralcorp and Post Foods in a spin-off transaction to Ralcorp shareholders in order to create two pure-play public companies better positioned to focus on strategies specific to their particular businesses, subject to final approval by the Ralcorp board and certain other customary conditions. On July 14, 2011, Ralcorp issued a press release announcing the Ralcorp board’s agreement in principle to separate Ralcorp and the Post Foods business.

On July 20, 2011, representatives of Centerview Partners contacted Ralcorp’s financial advisor indicating ConAgra Foods’ desire to discuss a potential combination with Ralcorp. On July 22, 2011, the Strategy and Financial Oversight Committee of the Ralcorp board met with members of senior management of Ralcorp for the purpose of discussing ConAgra Foods’ request. On July 25, 2011, a representative of Ralcorp’s financial advisor told representatives of Centerview Partners that the committee had concluded that there was no basis for the parties to meet.

On August 4, 2011, the Ralcorp board met, with members of senior management in attendance. At the meeting, the participants discussed the potential acquisition of Sara Lee’s North American refrigerated dough business, including the anticipated financial impacts and strategic implications, which acquisition would allow Ralcorp to become a private brand leader in the refrigerated dough category and enhance Ralcorp’s cash flow. Following discussion, the Ralcorp board unanimously approved the acquisition of Sara Lee’s North American refrigerated dough business.

On August 11, 2011, Ralcorp received a letter from ConAgra Foods containing a non-binding proposal to acquire 100% of the outstanding shares of Ralcorp’s common stock for a purchase price of $94.00 per share, to be paid in cash.

On August 12, 2011, the Ralcorp board met with members of senior management. During this meeting, the participants discussed Ralcorp’s stand-alone strategic plan, the outlook for each of Ralcorp and Post Foods on a separate stand-alone basis and the opportunities for additional future growth of Ralcorp and Post Foods as separate public companies. The Ralcorp board also discussed ConAgra Foods’ letter dated August 11, 2011. After discussion, the Ralcorp board unanimously determined that the proposal by ConAgra Foods was not in the best interests of Ralcorp shareholders. Following the meeting, Ralcorp informed ConAgra Foods of the Ralcorp board’s decision. Ralcorp also issued a press release stating that its board had received an unsolicited proposal from ConAgra Foods and that the Ralcorp board had unanimously determined that the proposal was not in the best interests of its shareholders.

On August 31, 2011, representatives of Centerview Partners called representatives of Ralcorp’s financial advisor to request a private meeting between ConAgra Foods and Ralcorp to discuss ConAgra Foods’ revised proposal.

On September 8, 2011, representatives of Ralcorp’s financial advisor called representatives of Centerview Partners to inform them that Ralcorp believed there was still no basis for the parties to meet.

On September 13, 2011, ConAgra Foods issued a press release reiterating its $94.00 per share cash proposal to acquire Ralcorp, along with its views on the potential attractiveness of the proposal. In its release, ConAgra Foods requested that Ralcorp enter into discussions with ConAgra Foods regarding its proposal and stated that if ConAgra Foods and Ralcorp were not engaged in a constructive dialogue satisfactory to ConAgra Foods by 5:00 p.m. Eastern time on September 19, 2011, ConAgra Foods would withdraw its proposal.

The Ralcorp board met on September 18, 2011. Members of Ralcorp senior management and Ralcorp’s financial and legal advisors also participated in the meeting. The meeting participants discussed ConAgra Foods’

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September 13, 2011 press release, including ConAgra Foods’ statement in the press release that it would withdraw its proposal to acquire Ralcorp if certain conditions were not met. Ralcorp’s legal advisors discussed with the Ralcorp board the board members’ fiduciary duties. Representatives of Ralcorp’s financial advisor discussed with the board a financial analysis of the expected impact of the acquisition of the Sara Lee refrigerated dough business and certain other potential strategic opportunities on Ralcorp’s financial results, including potential strategic opportunities available to Post Foods, as well as financial analyses of Ralcorp both with and without Post Foods. Following the discussion, with the assistance of Ralcorp’s financial and legal advisors, the Ralcorp board unanimously reiterated its rejection of ConAgra Foods’ proposal to acquire Ralcorp and determined not to enter into negotiations with respect to the proposal.

On September 19, 2011, Ralcorp announced publicly the determinations made by the Ralcorp board at its September 18, 2011 meeting regarding ConAgra Foods’ proposal. Ralcorp’s press release stated further the Ralcorp board’s belief that the previously announced separation of the Post Foods business from Ralcorp would unlock significant value for shareholders, and that Ralcorp was continuing to execute on the Post Foods separation plan.

Throughout late fall of 2011 and early 2012, Ralcorp prepared for the planned separation of the Post Foods business and, on February 3, 2012, Ralcorp completed the separation. In connection with the Post Foods separation, J. Patrick Mulcahy was appointed Chairman of the Board of Directors of Ralcorp and, effective January 1, 2012, Kevin J. Hunt was appointed Chief Executive Officer and President of Ralcorp. Effective upon the separation of Post Foods, David R. Banks, David P. Skarie and Mr. Stiritz retired from the Ralcorp board and Barry H. Beracha and Patrick J. Moore joined the Ralcorp board. Mr. Jack W. Goodall retired from the Ralcorp board and did not stand for reelection at the 2012 annual meeting of Ralcorp shareholders. Also in February 2012, the responsibilities of the Executive Committee of the Ralcorp board and of the Strategy and Financial Oversight Committee of the Ralcorp board were combined into the Strategy and Financial Oversight Committee of the Ralcorp board.

On October 3, 2012, Ralcorp announced the appointment to the Ralcorp board and to the Strategy and Financial Oversight Committee of the Ralcorp board, of Keith A. Meister, Founder and Managing Partner of Corvex Management L.P. Corvex had filed an initial Schedule 13D with the SEC on August 23, 2012, disclosing its 5.13% beneficial ownership position in Ralcorp (subsequently reported at 5.3% on October 3, 2012). Mr. Meister’s appointment followed discussions between Ralcorp and Corvex and the execution by Ralcorp and Corvex of an agreement providing for such appointment, in connection with which Corvex agreed, among other matters, to vote its Ralcorp common stock in support of the Ralcorp board’s director nominees.

On October 17, 2012, Mr. Hunt received a telephone call from Mr. Rodkin. During the call, Mr. Rodkin expressed to Mr. Hunt ConAgra Foods’ renewed interest in Ralcorp and requested a meeting with Messrs. Mulcahy and Hunt. Mr. Hunt said that he would respond to Mr. Rodkin at a later date.

On October 18, 2012, Ralcorp retained Barclays and Goldman Sachs as its financial advisors with respect to certain strategic matters. Barclays and Goldman Sachs had not acted as Ralcorp’s financial advisor in connection with ConAgra Foods’ 2011 proposal.

The Strategy and Financial Oversight Committee of the Ralcorp board met on October 19, 2012, with members of Ralcorp’s senior management participating. At the meeting, Mr. Hunt informed the committee about his conversation with Mr. Rodkin on October 17, 2012, including Mr. Rodkin’s expression of ConAgra Foods’ renewed interest in Ralcorp and desire to engage in strategic discussions. The committee adjourned the meeting, and reconvened later that day with representatives of Barclays and Goldman Sachs in attendance. The committee members discussed ConAgra Foods’ indication of renewed interest with senior management and Ralcorp’s financial advisors, including discussion regarding ConAgra Foods’ ability to fund a potential acquisition of Ralcorp and its business strategy with respect to Ralcorp’s businesses. The committee discussed with the representatives of Ralcorp’s financial advisors the potential interest of other companies in acquiring Ralcorp, and concluded that any meaningful interest from other third parties was unlikely. Following its discussion, the committee authorized Messrs. Mulcahy and Hunt to meet with Mr. Rodkin.

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On October 25, 2012, Messrs. Mulcahy and Hunt met with Mr. Rodkin and Steven F. Goldstone, Chairman of the Board of Directors of ConAgra Foods. At the meeting, Messrs. Rodkin and Goldstone expressed ConAgra Foods’ interest in, subject to due diligence and a mutually acceptable agreement, acquiring Ralcorp in an all cash transaction at a price in the range of $86.00 to $90.00 per share and indicated ConAgra Foods’ desire to engage in a confidential due diligence investigation of Ralcorp. Messrs. Mulcahy and Hunt said that they would communicate ConAgra Foods’ request to the Ralcorp board.

Later on October 25, 2012, the Strategy and Financial Oversight Committee of the Ralcorp board met, with members of Ralcorp senior management and representatives of Barclays and Goldman Sachs also participating. Mr. Mulcahy updated the committee members on ConAgra Foods’ indication of interest in acquiring Ralcorp in an all cash transaction at a price in the range of $86.00 to $90.00 per share. The members of senior management present, in consultation with the representatives of Barclays and Goldman Sachs, reviewed with the committee members Ralcorp’s business plan on a stand-alone basis (referred to as the base case business plan) and a second set of projections that assumed that half of Ralcorp’s cash flow and incremental debt capacity at its target leverage would be used to repurchase shares and the other half would be used to make acquisitions within assumed parameters (referred to as the 50/50 strategic plan). For a more detailed discussion of the financial projections, please see “— Unaudited Financial Forecasts.” The representatives of Barclays and Goldman Sachs also reviewed with the committee members various preliminary financial analyses regarding a potential business combination transaction with ConAgra Foods as well as a potential alternative strategic acquisition of a third party. Following this discussion, the committee concluded that ConAgra Foods’ indication of interest would be discussed further with the full Ralcorp board at a meeting to be held on October 27, 2012.

On October 27, 2012, the Ralcorp board held a meeting to discuss the indication of interest in acquiring Ralcorp received from ConAgra Foods. Representatives of Barclays and Goldman Sachs, as well as a representative of Wachtell, Lipton, Rosen & Katz, which we refer to as Wachtell Lipton, also participated in the meeting. Mr. Hunt discussed with the Ralcorp board ConAgra Foods’ indication of interest in acquiring Ralcorp in an all cash transaction and the transaction price range indicated by ConAgra Foods. The members of senior management present, in consultation with the representatives of Barclays and Goldman Sachs, reviewed with the board Ralcorp’s base case business plan and the 50/50 strategic plan. The representatives of Barclays and Goldman Sachs reviewed with the Ralcorp board various preliminary financial analyses regarding a potential business combination transaction with ConAgra Foods. Following discussion, the Ralcorp board authorized Mr. Hunt to communicate to ConAgra Foods that its proposed price would need to exceed the $86.00-$90.00 per share indicated range as a basis for continued discussions and, toward that end, authorized Ralcorp management to further explore a potential transaction with ConAgra Foods, including arranging for management presentations and other due diligence. Following the Ralcorp board meeting, Mr. Hunt called Mr. Rodkin to communicate the Ralcorp board’s view on ConAgra Foods’ indicated price range. Also following the Ralcorp board meeting, at the request of Ralcorp, a representative of Barclays spoke with a representative of Centerview Partners to communicate the same message regarding the Ralcorp board’s view on ConAgra Foods’ indicated price range and to discuss the schedule and scope of due diligence and ConAgra Foods’ expectations regarding its financing for a potential transaction with Ralcorp.

On October 30, 2012, Ralcorp and ConAgra Foods entered into a Confidentiality Agreement, which included an 18-month “standstill” agreement by ConAgra Foods and mutual provisions regarding the non-solicitation of employees.

On October 31, 2012, members of management of ConAgra Foods, including Mr. Rodkin, and representatives of Centerview Partners and Merrill Lynch, Pierce, Fenner & Smith Inc., ConAgra Foods’ financial advisors, met in St. Louis, Missouri with members of senior management of Ralcorp, including Mr. Hunt, and representatives of Barclays and Goldman Sachs at which time the senior management team of Ralcorp gave a presentation to the ConAgra Foods representatives with respect to Ralcorp’s business, including Ralcorp’s preliminary fiscal fourth quarter and fiscal year 2012 financial results.

During the week of November 5, 2012, ConAgra Foods continued its due diligence investigation of Ralcorp, which efforts continued through the date the parties executed the merger agreement.

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On November 12, 2012, representatives of Centerview Partners discussed with representatives of Barclays the results of ConAgra Foods’ due diligence efforts to date. During their discussion, the representatives of Centerview Partners told the representatives of Barclays that, based on the information it had reviewed during its due diligence and its own financial analyses, ConAgra Foods’ revised valuation for a potential acquisition transaction was in the range of $87.00-$89.00 per share of Ralcorp common stock. The representatives of Barclays stated that they would communicate the indicated price range to Ralcorp.

On November 13, 2012, the Ralcorp board met to consider the status of discussions between Ralcorp and ConAgra Foods regarding the proposed transaction. Representatives of Barclays and Goldman Sachs, as well as a representative of Wachtell Lipton, also participated in the meeting. At the meeting, the Ralcorp board members and other participants discussed Ralcorp’s base case business plan, which by this date included a set of projections that assumed that half of Ralcorp’s cash flow would be used to repurchase shares, the 50/50 strategic plan, potential other strategic alternatives and ConAgra Foods’ indicated acquisition transaction price in the range of $87.00-$89.00 per Ralcorp share. The Ralcorp board members also discussed with the representatives of Barclays and Goldman Sachs the question of whether there would likely be any other third parties interested in acquiring Ralcorp at a similar or higher price, as well as the risks involved in soliciting interest from such third parties. In particular, the board considered the risks that a solicitation, and the attendant information leaks, might have on the retention of Ralcorp’s employees, customers, counterparties, and suppliers. The Ralcorp board also considered that despite ConAgra Foods’ prior proposal to acquire Ralcorp being publicly disclosed in May 2011 and receiving substantial publicity between May and September 2011, Ralcorp did not receive any alternative proposals or expressions of interest to acquire Ralcorp from any third parties. The representative of Wachtell Lipton described the provisions that would likely be included if an agreement were reached with ConAgra Foods that would permit, under certain circumstances, Ralcorp to have discussions in response to a subsequent unsolicited bid from a third party and to terminate the agreement to accept a superior bid. Following these discussions, the Ralcorp board determined that, given the foregoing concerns, it was not in the best interests of Ralcorp’s shareholders to solicit interest from other third parties. The Ralcorp board authorized Messrs. Mulcahy and Hunt to communicate to ConAgra Foods’ representatives that the Ralcorp board would consider further discussions regarding the proposed transaction on the basis of a transaction price of not less than $92.00 per share of Ralcorp common stock, which Messrs. Mulcahy and Hunt communicated to Mr. Rodkin that evening.

On November 14, 2012, a representative of ConAgra Foods’ financial advisors communicated to a representative of Barclays that ConAgra Foods was unwilling to pursue its proposed acquisition of Ralcorp for a purchase price above $90.00 per share of Ralcorp common stock and that ConAgra Foods would disengage from discussions with Ralcorp if Ralcorp were unwilling to proceed on the basis of $90.00 per share.

The Ralcorp board held a regularly scheduled meeting on November 15, 2012. Members of Ralcorp’s management reported on Ralcorp’s current business operations, recent financial results, financial condition and future prospects. The Ralcorp board also discussed the overall environment for future acquisitions, including potential acquisition multiples. The Ralcorp board then discussed the revised proposal received from ConAgra Foods, including the proposed transaction price of $90.00 per share in cash, and reviewed the process of continuing to engage in discussions with ConAgra Foods. The Ralcorp board discussed the potential challenges inherent in achieving Ralcorp’s long-term financial goals, including its ability to achieve and maintain improved operating margins. Following discussion, the Ralcorp board authorized continued negotiation on the basis of a transaction price of $90.00 per share of Ralcorp common stock.

After the conclusion of the board meeting, Messrs. Mulcahy and Hunt contacted Mr. Rodkin to inform him of the Ralcorp board’s decision to continue negotiating the terms of a proposed transaction on the basis of a transaction price of $90.00 per share.

Later on November 15, 2012, representatives of Davis Polk & Wardwell LLP, ConAgra Foods’ legal advisor, provided Wachtell Lipton with a draft merger agreement. Over the course of the next eleven days the companies’ legal advisors on numerous occasions discussed and negotiated the terms and conditions of the merger agreement on behalf of Ralcorp and ConAgra Foods. Among the key terms negotiated were the terms and conditions relating to Ralcorp’s ability to have discussions and ultimately terminate the agreement in the event of

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a superior bid from a third party; the conditions to the obligations of the parties to complete the transaction; the strength of ConAgra Foods’ commitment to obtain regulatory approvals; and the potential retention arrangements that Ralcorp could use to incentivize employees pending completion of the transaction and thereafter.

On November 25, 2012, the Strategy and Financial Oversight Committee of the Ralcorp board met with members of senior management, as well as a representative of Wachtell Lipton, to discuss the status of the merger agreement negotiations.

On November 26, 2012, the Ralcorp board held a special meeting to review and consider the proposed transaction with ConAgra Foods. Representatives of Barclays, Goldman Sachs and Wachtell Lipton participated in the meeting. The representative of Wachtell Lipton reviewed again with the board its fiduciary duties in connection with consideration of the proposed transaction and provided the board with a full description of the terms and conditions of the proposed merger agreement with ConAgra Foods. Representatives of Barclays and Goldman Sachs then reviewed and discussed with the board their updated financial analyses based on the proposed transaction price of $90.00 per share of Ralcorp common stock. Following this review and discussion, the representatives of Barclays and Goldman Sachs delivered their respective firms’ opinions to the effect that, as of November 26, 2012 and based upon and subject to the factors and assumptions set forth in their written opinions, the $90.00 per share in cash to be paid to the holders of Ralcorp common stock (in the case of Goldman Sachs, other than ConAgra Foods and its affiliates) pursuant to the merger agreement was fair from a financial point of view to such shareholders. For a more detailed discussion of Barclays’ and Goldman Sachs’ opinions please see “–– Opinions of Ralcorp’s Financial Advisors.” Following these presentations and discussions, the members of the Ralcorp board considered all of the information presented at the meeting and at prior meetings and, by unanimous vote, determined that the merger agreement is in the best interests of Ralcorp and its shareholders, approved the merger agreement and the transactions contemplated thereby, resolved to recommend that Ralcorp’s shareholders approve the merger agreement and authorized management to execute the merger agreement. The Ralcorp board also unanimously approved an amendment to Ralcorp’s shareholder rights plan to confirm that it would not be applicable to the merger, and unanimously approved certain compensation and retention matters.

Following approval by the ConAgra Foods board at a meeting held later on November 26, 2012, the respective legal advisors to Ralcorp and ConAgra Foods finalized the terms of the merger agreement, and Ralcorp and Computershare, N.A., as Rights Agent, entered into the amendment to Ralcorp’s shareholder rights plan. Thereafter Ralcorp and ConAgra Foods executed the merger agreement. The companies issued a joint press release on the morning of November 27, 2012, announcing their entry into the merger agreement.

Reasons for the Merger; Recommendation of the Ralcorp Board

After careful consideration, the Ralcorp board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Ralcorp’s shareholders, and unanimously approved the merger agreement and the transactions contemplated by the merger agreement.

In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Ralcorp board consulted with Ralcorp’s management, as well as its financial advisors and legal advisors, and considered a number of factors that the Ralcorp board believed supported its decision, including the following:

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The Ralcorp board also considered a variety of risks and other potentially negative factors concerning the merger agreement and the transactions contemplated by the merger agreement, including the following:

The foregoing discussion of the factors considered by the Ralcorp board is not intended to be exhaustive, but includes the material factors considered by the Ralcorp board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Ralcorp board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Ralcorp board considered all these factors as a whole, including discussions with, and questioning of, Ralcorp management and Ralcorp’s financial advisors and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

For the reasons set forth above, the Ralcorp board unanimously determined that the merger and the transactions contemplated by the merger agreement are fair to and in the best interests of Ralcorp’s shareholders and unanimously approved the merger agreement. The Ralcorp board unanimously recommends that the Ralcorp shareholders vote “FOR” the approval of the merger agreement.

Opinions of Ralcorp’s Financial Advisors

Ralcorp retained Barclays and Goldman Sachs as its financial advisors to advise the Ralcorp board in connection with the merger. Barclays and Goldman Sachs are collectively referred to in this proxy statement as “Ralcorp’s financial advisors.”

Opinion of Barclays

On November 26, 2012, in connection with the Ralcorp board’s consideration of the merger, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Ralcorp board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be offered to the shareholders of Ralcorp in the merger was fair, from a financial point of view, to such shareholders.

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The full text of Barclays’ written opinion, dated as of November 26, 2012, is attached as Annex B to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of Barclays’ opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Ralcorp board, addresses only the fairness, from a financial point of view, of the consideration to be offered to the shareholders of Ralcorp in the merger and does not constitute a recommendation to any shareholder of Ralcorp as to how such shareholder should vote with respect to the merger or any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between Ralcorp and ConAgra Foods and were unanimously approved by the Ralcorp board. Barclays did not recommend any specific form of consideration to Ralcorp or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, Ralcorp’s underlying business decision to proceed with or effect the merger. In addition, Barclays expressed no opinion on, and it does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the consideration to be offered to the shareholders of Ralcorp in the merger. No limitations were imposed by the Ralcorp board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and did not

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assume responsibility or liability for any independent verification of such information) and further relied upon the assurances of the management of Ralcorp that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, upon the advice of Ralcorp, Barclays assumed that such Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Ralcorp as to the future financial performance of Ralcorp and that Ralcorp would perform substantially in accordance with such Forecasts. Barclays relied upon such Forecasts in arriving at its opinion. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Ralcorp and did not make or obtain any evaluations or appraisals of the assets or liabilities of Ralcorp. In addition, Barclays was not authorized by Ralcorp to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of Ralcorp’s business. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, November 26, 2012. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may occur after November 26, 2012.

Barclays assumed the accuracy of the representations and warranties contained in the merger agreement. Barclays also assumed, upon the advice of Ralcorp, that all material governmental, regulatory and third-party approvals, consents and releases for the merger will be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays does not express any opinion as to any tax or other consequences that might result from the merger, nor does its opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understands that Ralcorp has obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Ralcorp common stock but rather made its determination as to fairness, from a financial point of view, to Ralcorp’s shareholders of the consideration to be offered to such shareholders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors without considering all analyses and factors as a whole could create a misleading or incomplete view of the process underlying its opinion.

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Ralcorp board selected Barclays because of its familiarity with Ralcorp and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

Barclays is acting as financial advisor to Ralcorp in connection with the merger. As compensation for its services in connection with the merger, Ralcorp paid Barclays $1 million upon the delivery of Barclays’ opinion. Additional compensation of $20.3 million will be payable on completion of the merger, against which the fee of $1 million paid upon delivery of Barclays’ opinion will be credited. In addition, Ralcorp has agreed to reimburse Barclays for its expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Ralcorp and the rendering of Barclays’ opinion. Barclays has performed

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various investment banking and financial services for Ralcorp and ConAgra Foods in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the past two years, Barclays has performed the following investment banking and financial services for Ralcorp: (1) exclusive financial advisor to Ralcorp with respect to its $545 million acquisition of Sara Lee Corp.’s North American refrigerated dough business; (2) advisor to Ralcorp on its $1.9 billion spin-off of Post Holdings, Inc., a former subsidiary of Ralcorp (which we refer to as Post) in February 2012; (3) sole lead arranger and joint bookrunner on Post’s $350 million senior secured credit facility in February 2012; (4) lead bookrunner on Post’s $775 million high yield bond offering in February 2012; and (5) joint bookrunner on Ralcorp’s $207 million follow-on offering of its shares of common stock of Post in September 2012. Furthermore, in the past two years, Barclays has performed commodity, emerging market, foreign exchange, rates and equity origination services for ConAgra Foods and acts as a lender to ConAgra Foods in its $1.5 billion revolving credit facility.

During the two year period ended November 26, 2012, the Investment Banking Division of Barclays has received compensation for services provided to Ralcorp and its affiliates of approximately $12.1 million, excluding compensation paid or to be paid to the Investment Banking Division of Barclays pursuant to its engagement in connection with the merger. During the two year period ended November 26, 2012, the Investment Banking Division of Barclays has received compensation for services provided to ConAgra Foods and its affiliates of approximately $2.9 million.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Ralcorp and ConAgra Foods for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Opinion of Goldman Sachs

Goldman Sachs delivered its opinion to the Ralcorp board that, as of November 26, 2012 and based upon and subject to the factors and assumptions set forth therein, the $90.00 per share in cash to be paid to the holders (other than ConAgra and its affiliates) of shares of Ralcorp common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated November 26, 2012, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of the Ralcorp board in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Ralcorp’s common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of Ralcorp regarding their assessment of the past and current business operations, financial condition and future prospects of Ralcorp; reviewed the reported price and trading activity for the Ralcorp common stock; compared certain financial and stock market information for Ralcorp with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the packaged food industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Ralcorp’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Ralcorp’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Ralcorp. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Ralcorp or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to Goldman Sachs’ analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Ralcorp to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Ralcorp; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Ralcorp or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than ConAgra Foods and its affiliates) of shares of Ralcorp common stock, as of the date of the opinion, of the $90.00 per share in cash to be paid to such holders pursuant to the merger agreement. Goldman Sachs’s opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Ralcorp; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Ralcorp, or class of such persons, in connection with the merger, whether relative to the $90.00 per share in cash to be paid to the holders (other than ConAgra Foods and its affiliates) of shares of Ralcorp common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of Ralcorp or ConAgra Foods or the ability of Ralcorp or ConAgra Foods to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summaries set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

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Goldman Sachs prepared these analyses for purposes of providing its opinion to the Ralcorp board as to the fairness of the $90.00 per share in cash to be paid to the holders (other than ConAgra Foods and its affiliates) of shares of Ralcorp common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Ralcorp, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Ralcorp and ConAgra Foods and was approved by the Ralcorp board. Goldman Sachs provided advice to the Ralcorp board during these negotiations. Goldman Sachs did not, however, recommend any specific consideration to Ralcorp or the Ralcorp board or recommend that any specific consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Ralcorp board was one of many factors taken into consideration by the Ralcorp board in making its determination to approve the merger agreement. The summary below does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this proxy statement.

Goldman Sachs and its affiliates are engaged in commercial and investment banking and financial advisory services, market making and trading, research and investment management (both public and private investing), principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Ralcorp, ConAgra Foods, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement for the accounts of Goldman Sachs and its affiliates and their customers. Goldman Sachs acted as financial advisor to Ralcorp in connection with, and participated in certain of the negotiations leading to, the merger.

In addition, Goldman Sachs has provided certain investment banking services to Ralcorp and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as a co-lender with respect to a loan to Ralcorp (aggregate principal amount $250,000,000) in August 2012; and as a joint bookrunner with respect to the follow-on offering of 6,775,985 shares of common stock (aggregate principal amount $206,667,543) of Post in September 2012. During the two year period ended November 26, 2012, the Investment Banking Division of Goldman Sachs has received compensation for services provided to Ralcorp and its affiliates of approximately $4.1 million, excluding compensation paid or to be paid to the Investment Banking Division of Goldman Sachs pursuant to its engagement in connection with the merger. During the two year period ended November 26, 2012, Goldman Sachs has not received any compensation and has not performed any services for ConAgra Foods. Goldman Sachs may in the future provide investment banking services to Ralcorp, ConAgra Foods and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

The Ralcorp board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated November 12, 2012, Ralcorp engaged Goldman Sachs to act as its financial advisor in connection with the proposed merger. Pursuant to the terms of this engagement letter, Ralcorp has agreed to pay Goldman Sachs a transaction fee of $10 million, $1 million of which is payable upon the delivery of Goldman Sachs’ opinion and $9 million of which is contingent upon consummation of the merger. In addition, Ralcorp has agreed to reimburse Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement.

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Summary of the Financial Analyses of Ralcorp’s Financial Advisors

The following is a summary of the material financial analyses as jointly presented by Barclays and Goldman Sachs, who we collectively refer to as Ralcorp’s financial advisors, to the Ralcorp board in connection with rendering their respective opinions described above. The following summary does not purport to be a complete description of the financial analyses performed by Ralcorp’s financial advisors nor does the order of analyses described represent the relative importance or weight given to those analyses by Ralcorp’s financial advisors. Ralcorp’s financial advisors worked cooperatively in developing these analyses, and these analyses represent the joint work product of Ralcorp’s financial advisors. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of the financial analyses performed by Ralcorp’s financial advisors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 23, 2012, the second to last trading day before the public announcement of the execution of the merger agreement, and is not necessarily indicative of current market conditions. None of Ralcorp, Ralcorp’s financial advisors or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.

Historical Trading Analysis.

Ralcorp’s financial advisors reviewed the historical trading prices and volumes for Ralcorp common stock for the period from February 3, 2012, the date of Ralcorp’s spin-off of Post, through November 23, 2012. In addition, Ralcorp’s financial advisors analyzed the consideration to be paid to holders of Ralcorp common stock pursuant to the merger agreement in relation to the historical trading price of Ralcorp common stock. This analysis indicated that the $90.00 per share to be paid to Ralcorp’s shareholders pursuant to the merger agreement represented:

Selected Companies Analysis.

Ralcorp’s financial advisors reviewed and compared certain financial information, ratios and public market multiples for Ralcorp to the corresponding financial information, ratios and public market multiples for the following corporations in the packaged food industry:

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Although none of the selected companies is entirely comparable to Ralcorp, the companies included were chosen based on the professional experience and judgment of Ralcorp’s financial advisors because they are publicly traded companies with operations that for purposes of analysis may be considered to have operations that are similar to certain operations of Ralcorp.

The multiples for the selected companies contained in the analysis set forth below were calculated based on Institutional Brokers’ Estimate System (which we refer to as IBES) consensus estimates as of November 23, 2012. Ralcorp’s financial advisors calculated the multiples for Ralcorp based on both Wall Street research and the Forecasts.

In their analysis, Ralcorp’s financial advisors derived and compared for Ralcorp and the selected companies:

The results of this analysis are summarized as follows:

Ralcorp’s financial advisors selected and applied the 15.9x to 23.8x reference range of 2013E P/E for the selected companies to the Wall Street research-estimated Ralcorp earnings per share for fiscal year 2013 of $3.88, resulting in illustrative per share values for Ralcorp common stock ranging from $61.69 to $92.34.

Present Value of Future Stock Price Analysis.

Ralcorp’s financial advisors performed an illustrative analysis of the implied present value of the future price per share of Ralcorp common stock. For this analysis, Ralcorp’s financial advisors derived hypothetical future share prices for Ralcorp common stock by applying next twelve month P/E multiples ranging from 16.5x to 18.5x to Ralcorp’s estimated EPS (per the Forecasts) for each fiscal year from 2014 through 2017. Ralcorp’s financial advisors then discounted these future share prices to November 2012 using a discount rate of 7.5%, reflecting an estimate of Ralcorp’s cost of equity. This analysis resulted in a range of illustrative present values per share of Ralcorp common stock of $85.74 to $108.84.

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Illustrative Discounted Cash Flow Analysis.

Ralcorp’s financial advisors performed an illustrative discounted cash flow analysis on Ralcorp based on the Forecasts. Ralcorp’s financial advisors calculated the illustrative standalone discounted cash flow value per share of Ralcorp common stock using discount rates ranging from 6.5% to 7.5%, reflecting an estimate of the weighted average cost of capital of Ralcorp. Ralcorp’s financial advisors calculated implied prices per share of Ralcorp common stock using illustrative terminal values in fiscal year 2017 based on a terminal EBITDA multiple range of 8.5x to 10.0x which implied perpetuity growth rates ranging from 0.5% to 2.3%. These illustrative terminal values were then discounted using the Ralcorp illustrative discount rates and added to the net present value of the free cash flows for Ralcorp for its 2013 through 2017 fiscal years to calculate implied indications of present values discounted to the beginning of Ralcorp’s 2013 fiscal year. This analysis resulted in a range of illustrative present values per share of Ralcorp common stock of $83.24 to $106.41.

Selected Precedent Transactions Analysis.

Ralcorp’s financial advisors analyzed certain publicly available information relating to transactions in the packaged food industry since 2006. Specifically, Ralcorp’s financial advisors reviewed the following transactions:

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While none of the companies that participated in the selected transactions is directly comparable to Ralcorp and none of the transactions in the selected transactions analysis is directly comparable to the merger, Ralcorp’s financial advisors selected these transactions because each of the target companies in the selected transactions was involved in the packaged food industry and, based on their professional experience and judgment, had operating characteristics and products that for purposes of analysis may be considered similar to certain operating characteristics and products of Ralcorp.

For each of the selected transactions, Ralcorp’s financial advisors calculated and compared the enterprise value of the target company, calculated based on the purchase price paid in the transaction as a multiple of EBITDA of the target company for the latest twelve month (which we refer to as LTM) period ended prior to the announcement of the merger. In addition, Ralcorp’s financial advisors calculated this multiple for Ralcorp based on the value of the merger consideration and using the LTM EBITDA as of September 30, 2012. The following table presents the results of this analysis:

Because of the inherent differences between Ralcorp and the parties to the selected transactions, Ralcorp’s financial advisors considered differences between the business, financial and operating characteristics and prospects of Ralcorp and the parties to the selected transactions that could affect the values of each. Based on their judgments and experience, informed by the transaction multiples of these selected transactions, Ralcorp’s financial advisors selected a reference range of 8.0x to 10.0x and applied this range to the LTM EBITDA of Ralcorp, resulting in illustrative per share values for Ralcorp common stock ranging from $50.42 to $69.72.

Precedent Premium Paid Analysis.

Ralcorp’s financial advisors analyzed the premiums paid in all-cash transactions announced from January 2006 to November 2012 involving U.S. targets (excluding leveraged buyouts, tender offers, spin-offs, recapitalizations, self-tenders, exchange offers, repurchases, acquisitions of remaining interest and privatizations), in which the aggregate consideration paid exceeded $1 billion, based on publicly available information and databases. Ralcorp’s financial advisors analyzed the premiums based on the consideration paid in the relevant transaction relative to the closing price of the target’s common stock one trading day prior to the announcement of the relevant transaction. For the selected transactions, Ralcorp’s financial advisors calculated that the top quartile of transactions had a premium to share price one trading day prior to announcement in excess of 40%, and the bottom quartile of transactions had a premium to share price one trading day prior to announcement of less than 13%. Ralcorp’s financial advisors then applied these reference premiums to the closing price of Ralcorp common stock on November 23, 2012, resulting in illustrative per share values for Ralcorp common stock ranging from $80.70 to $99.99.

Unaudited Financial Forecasts

Ralcorp is including in this proxy statement certain financial forecasts that the management of Ralcorp prepared for the Ralcorp board in connection with its annual strategic planning and budgeting process and its consideration of the proposed merger. The financial forecasts, which we refer to as the 50/50 strategic plan, assume that half of Ralcorp’s cash flow and incremental debt capacity at its target leverage level would be used to repurchase shares and the remaining half would be used to make acquisitions within assumed parameters, among other assumptions discussed below. These financial forecasts also were provided to Ralcorp’s financial advisors. See “The Merger — Opinions of Ralcorp’s Financial Advisors” beginning on page 31. The financial forecasts were not prepared with a view toward public disclosure or compliance with published guidelines of the

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SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP but, in the view of Ralcorp management, were prepared on a reasonable basis. The inclusion of this information in this proxy statement should not be regarded as an indication that Ralcorp or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. The inclusion of the financial forecasts in this proxy statement does not constitute an admission or representation by Ralcorp that such information is material.

The financial forecasts of Ralcorp included in this proxy statement are unaudited. Neither Ralcorp’s independent registered public accounting firm, nor any other independent auditors, have compiled, examined or performed any procedures with respect to the prospective financial information contained in the financial forecasts, nor have they expressed any opinion or given any form of assurance on the financial forecasts or their achievability. Furthermore, the financial forecasts:

These financial forecasts were prepared by Ralcorp management based on information they had at the time of preparation and are not a guarantee of future performance. These financial forecasts were, in general, prepared solely for use by the Ralcorp board and Ralcorp’s financial advisors and are subjective in many respects and thus subject to interpretation. Ralcorp cannot assure you that the financial forecasts will be realized or that Ralcorp’s future financial results will not materially vary from such financial forecasts. The financial forecasts cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The financial forecasts do not take into account any circumstances or events occurring after the date they were prepared. Ralcorp does not intend to update or revise the financial forecasts. The financial forecasts are forward-looking statements. For additional information on factors which may cause Ralcorp’s future financial results to materially vary from those projected in the financial forecasts, see “Cautionary Statement Regarding Forward-Looking Information” on page 17.

The following sets forth the material assumptions underlying the Ralcorp 50/50 strategic plan:

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Ralcorp 50/50 Strategic Plan

The following table presents the Ralcorp 50/50 strategic plan:

In the course of ConAgra Foods’ due diligence investigation of Ralcorp, Ralcorp also provided ConAgra Foods with certain non-public financial forecasts. These forecasts included a “base case” three-year forecast that assumed the retention of Ralcorp’s free cash flows during the forecast period without application to share repurchases and acquisitions and the same organic revenue growth and cost savings as outlined above, as well as a three-year 50/50 strategic plan forecast based on the same assumptions as outlined above and substantially similar to the Ralcorp 50/50 strategic plan. Following delivery of these forecasts to ConAgra Foods, Ralcorp made minor changes to certain assumptions, which resulted in a small increase in cash flows available for share repurchases and acquisitions. As a result, EBITDA set forth above under “—Ralcorp’s 50/50 Strategic Plan” was 0.9-2.2% higher (for the fiscal years 2013-2015) than EBITDA in the 50/50 strategic plan provided to ConAgra Foods because cash flows available for additional acquisitions were assumed to be used to make acquisitions within the assumed parameters. In addition, EBITDA set forth above under “—Ralcorp’s 50/50 Strategic Plan” was 7.5%-17.9% higher (for the fiscal years 2013-2015) than EBITDA in the “base case” provided to ConAgra Foods.

Merger Financing

ConAgra Foods intends to finance the merger, including the payment of related fees and expenses, as well as the repayment of certain of Ralcorp’s debt, with cash on hand, borrowings under its existing credit facility and new long-term debt. ConAgra Foods has entered into a new $4.5 billion senior unsecured bridge facility and a new $1.5 billion senior unsecured term facility, in each case with Bank of America, N.A., JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions party thereto. ConAgra Foods may issue other long-term debt and/or equity securities on or prior to the closing of the merger that would reduce the amount of its borrowings under the bridge facility in lieu of borrowing under the bridge facility.

Interests of Ralcorp’s Directors and Executive Officers in the Merger

In considering the recommendation of the Ralcorp board that you vote to approve the merger agreement, you should be aware that Ralcorp’s executive officers and directors have interests in the merger that are different from, or in addition to, those of Ralcorp’s shareholders generally. The members of the Ralcorp board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the shareholders that the merger agreement be approved.

Equity Awards

Each of our executive officers holds vested and unvested equity awards, including stock options to purchase shares of Ralcorp common stock, share- and cash-settled stock appreciation rights (which we refer to as SARs), and restricted shares and restricted share units (which we refer to as RSUs) that, in the event of the merger, will vest to the extent not already vested and convert into the right to receive the merger consideration of $90.00 in cash, without interest, for each share subject to each award (in the case of options and SARs, less the per-share exercise price for each share subject to the award). Additionally, any dividends and interest thereon accrued but

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unpaid as of the consummation of the merger with respect to restricted shares and restricted stock units automatically vest and become payable or distributable in connection with the merger.

In addition, each non-employee member of our board of directors holds vested and unvested SARs granted under our equity compensation plans and, in the case of one non-employee director, vested options, which, in the event of the merger, will vest to the extent not already vested and convert into the right to receive the merger consideration of $90.00 in cash, without interest, for each share subject to each award (less the per-share exercise price for each share subject to the award). In December 2012, the Ralcorp board revised its stock ownership policy applicable to non-employee directors to permit such directors to sell shares of Ralcorp common stock received upon exercise of vested stock appreciation rights prior to termination of their service as directors.

For an estimate of the amounts that would be payable to each of Ralcorp’s named executive officers, who are Kevin J. Hunt (Chief Executive Officer and President), Scott Monette (Corporate Vice President and Chief Financial Officer), D.P. Skarie (Former Co-Chief Executive Officer and President), T.G. Granneman (Former Corporate Vice President and Chief Accounting Officer), Charles G. Huber, Jr. (Corporate Vice President and President of Ralcorp Frozen Bakery Products, Inc.), Richard R. Koulouris (Corporate Vice President and President of Ralcorp Food Group) and R.D. Wilkinson (Former Corporate Vice President and President of Ralcorp Cereal Products), for their unvested equity and equity-based awards in connection with the merger, see “— Change of Control Compensation for Ralcorp’s Named Executive Officers” below.

We estimate that the aggregate amount that would be payable to Ralcorp’s executive officers who are not named executive officers, Gregory A. Billhartz and Walter N. George, for their unvested equity-based awards if the effective time of the merger were December 6, 2012 is approximately $8.5 million. We estimate that the aggregate amount that would be payable to Ralcorp’s non-employee directors for their unvested equity-based awards if the effective time of the merger were December 6, 2012 is approximately $2.4 million.

The beneficial ownership table set forth on page 73 of this proxy statement sets forth, for each named executive officer, each non-employee director and for the executive officers and directors as a group, shares of our common stock deemed to be beneficially owned by such officers and directors as of the date set forth in the table. We estimate that the amount that would be payable to each of our named executive officers and non-employee directors with respect to such shares if the effective time of the merger were December 6, 2012 would be the number of shares held by each such individual as set forth in the “Shares,” “Exercisable Options” and “Other Stock-Based Items” columns of the beneficial ownership table set forth on page 73 of this proxy statement multiplied by the merger consideration of $90.00 (less the per-share exercise price for each share subject to an option or SAR award).

Non-Qualified Deferred Compensation Plans

Amounts deferred under our Deferred Compensation Plan for Non-Management Directors become distributable to each non-employee member of our board of directors when the applicable director ceases to be a member of our board, which is expected to occur for each of our non-employee directors upon or in connection with the merger. We estimate that the amounts that would be distributable to our non-employee directors with respect to such deferred compensation plan (which represent amounts previously earned and include the value of shares (based on the merger consideration of $90.00) deemed to be held by such individuals set forth in the “Other Stock-Based Items” column of the beneficial ownership table on page 73 of this proxy statement) if the effective time of the merger were December 6, 2012 are: Messrs. Akande ($177,657); Armstrong ($1,817,462); Baum ($403,848); Beracha ($145,029); Kemper ($2,891,644); Meister ($37,222); Moore ($159,738); Mulcahy ($1,171,844); and Wenzel ($1,159,177).

In addition, amounts deferred under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees may become distributable to each of our executive officers who participate in such plans under certain circumstances in connection with or following the merger. We estimate that the amounts that may be distributable to our named executive officers with respect to such plans (which represent amounts previously earned) upon or in connection with the merger if the effective time of the merger were December 6, 2012 are: Messrs. Hunt ($1,623,083); Monette ($996,350); Koulouris ($892,103); and Huber ($749,633).

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Management Continuity Agreements (MCAs)

All of our executive officers are party to MCAs with us. In the event that upon or within three years following (or, under certain circumstances described below, in anticipation of) a change of control (including the merger), such an officer’s employment is terminated by reason of an “involuntary termination” (as described below, generally any termination to which the officer objects or a resignation following one or more events, circumstances or conditions which constitute an involuntary termination) or a “voluntary termination” (any termination, including a resignation for any reason but excluding an “involuntary termination”), excluding any termination by reason of retirement, death or disability or a termination for “cause,” such officer will receive certain compensation and benefits paid or provided by Ralcorp under the MCAs (as described below). Such benefits include:

In addition, if any payments or benefits provided to the officer are subject to the excise tax imposed under Section 4999 of the Code, such officer (other than W.N. George) will receive a full “gross-up” payment pursuant to the MCA.

An executive officer is also eligible to receive such severance and termination benefits based on a multiple of 36 months if the officer’s employment is terminated (other than for “cause”) and the officer objects to such termination orally or in writing and such termination occurs within 270 days prior to a change of control.

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Officers party to the MCAs are subject to confidentiality and nondisclosure covenants, nondisparagement covenants, a one-year noncompete covenant, a one-year non-solicitation covenant of customers and a two-year non-solicitation and non-hire of employees covenant. A breach of any of the above covenants may result in the “clawback” of payments or benefits provided under the MCAs.

Under the MCAs, an “involuntary termination” generally includes (1) any termination to which the officer objects orally or in writing; or (2) any of the following events, circumstances or conditions occurring without the officer’s written consent: (a) the assignment of duties materially inconsistent with the officer’s positions, duties, responsibilities and status immediately prior to the change of control, or a material change in the titles, offices or reporting responsibilities as in effect immediately prior to the change of control, in either case which is not “cured” within 30 days; (b) a reduction in annual salary or total annual compensation opportunity in effect immediately prior to the change of control which is not cured within 30 days; (c) the relocation of the officer’s office location except for certain required business travel; (d) (i) failure by Ralcorp or its successor to provide any material benefit or compensation plan, including any equity, retirement, pension, deferred compensation or welfare plan in which the officer was entitled to participate at the time of the change of control (or plans providing substantially similar benefits) or in which officers of the parent entity acquiring Ralcorp are entitled to participate (whichever are more favorable); or (ii) the taking of action by Ralcorp that would (A) adversely affect participation in or materially reduce benefits under any such plans (either the amount of benefits provided or the level of participation relative to other participants); (B) deprive the officer of any material fringe benefits provided at the time of the change of control; or (C) cause a failure to provide the number of paid vacation days to which the officer is then entitled in accordance with Ralcorp’s normal vacation policy in effect immediately prior to the change of control, which in either situation (i) or (ii) is not cured within 30 days; (e) the merger of Ralcorp, unless a successor or successors (by merger or otherwise) expressly assumes in writing all duties and obligations of Ralcorp set forth in the MCA; or (f) the failure by Ralcorp or its successor or assigns (whether by merger or otherwise) to expressly assume and agree to perform the MCA after a change of control. The amounts that could be payable to our named executive officers under the MCAs are quantified in the table set forth on page 47 of this proxy statement under the assumptions set forth therein.

Retention Awards

On November 26, 2012, all of our executive officers (other than W.N. George) were, as part of a larger retention program for Ralcorp employees, granted long-term incentive cash retention awards (which we refer to as the Retention Awards), which they received in lieu of equity and equity-based compensation awards that would have been granted in November 2012 to such officers in the ordinary course had we not entered into the merger agreement with ConAgra Foods. The Retention Award amount for each named executive officer is as follows: Kevin J. Hunt – $2,500,000; Scott Monette – $1,000,000; Richard R. Koulouris – $900,000; and Charles G. Huber, Jr. – $900,000. These Retention Awards generally vest and are paid one-third upon the completion of the merger, one-third six months after the completion of the merger and one-third one year after the completion of the merger. The Retention Awards are subject to continued employment through the applicable vesting date, except, if the executive officer’s employment is terminated at any time without cause (as defined in the severance plan in which the officer is a participant) or, upon or after a change of control, the officer resigns for “good reason,” prior to payment of any portion of the Retention Award, he or she shall, subject to a release of employment-related claims, be entitled to receive any unpaid installments of award generally within 30 days after the date of termination.

For purposes of the Retention Awards, “good reason” means a resignation following one or more events, circumstances or conditions which constitute an involuntary termination under the MCAs (as described above), except that the officer must provide to Ralcorp a written notice of the existence of one or more of the events, circumstances or conditions described above within 90 days after the occurrence of such event, circumstance or condition, and Ralcorp has 30 days after its receipt of such notice to remedy the event, circumstance or condition.

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2013 Bonus Payments

Our executive officers are entitled to payments of amounts in respect of bonuses under our 2013 bonus plans, determined and payable (1) in respect of the portion of our 2013 fiscal year from October 1, 2012 through the date of consummation of the merger, based on actual performance during this period as reflected in our financial statements as of the date of consummation of the merger, and (2) in respect of the portion of our 2013 fiscal year from the date of consummation of the merger through the earlier of September 30, 2013 and, if ConAgra Foods terminates the applicable plan prior to September 30, 2013, the date of termination of such plan, based on ConAgra Foods’ calculation of actual performance during this period (and prorated to the extent the plan is terminated prior to September 30, 2013), excluding any corporate cross charges, allocations or similar costs stemming from ConAgra Foods’ overhead structure and non-recurring, unusual or one-time charges, expenses and other costs incurred in connection with the transactions contemplated by the merger agreement. Such payments, if any, are intended to be consistent with past practice and will be determined according to the above guidelines by a calculation methodology that is to be documented jointly by the CFOs of Ralcorp and ConAgra Foods. Such payments will be made at the time we pay our bonuses generally to employees or, if earlier, immediately following a termination of the applicable plan, with a prorated payment made to any executive officer whose employment is terminated without “cause” prior to the applicable payment date. The vesting of bonus payments, if any, is not triggered by a change of control, and our executive officers will continue to be eligible to receive payments under the 2013 bonus plans even if the proposed merger is abandoned. Target award opportunities under our 2013 bonus plans are eighty percent (80%) of base salary for each of our named executive officers other than Kevin J. Hunt, our Chief Executive Officer, whose target award opportunity is 120% of his base salary.

New Arrangements with ConAgra Foods

Prior to the effective time of the merger, ConAgra Foods and its affiliates may initiate negotiations of agreements, arrangements and understandings with Ralcorp’s executive officers regarding compensation and benefits and may enter into definitive agreements regarding employment with, or the right to participate in the equity of, ConAgra Foods, in each case on a going-forward basis following the completion of the merger. No such agreements, arrangements and understandings have been made as of the date of this proxy statement.

Change of Control Compensation for Ralcorp’s Named Executive Officers

The following table sets forth the amount of payments and benefits that each Ralcorp named executive officer would receive in connection with the merger, assuming the consummation of the merger occurred on December 6, 2012 and the employment of the named executive officer is terminated other than for “cause” or the officer resigns for “good reason,” in each case on such date. However, because the employment of each of Messrs. Skarie, Granneman and Wilkinson terminated prior to the date of filing of this proxy statement, no amounts are shown in the table below for such officers, as such officers will not receive any compensation in connection with the merger. The payments and benefits included in the table below are subject to a non-binding advisory vote of Ralcorp’s shareholders, as described under “The Special Meeting — Required Votes — Advisory (Non-Binding) Vote on Change of Control Compensation.” For additional details regarding the terms of the payments quantified below, see “The Merger — Interests of Ralcorp’s Directors and Executive Officers in the Merger,” which appears in the disclosures immediately above beginning on page 42.

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Change of Control and Termination Compensation