ConAgra Foods, Inc. Announces Pricing of Public Offering of Common Stock

OMAHA, Neb.--(BUSINESS WIRE)--

ConAgra Foods, Inc. CAG ("ConAgra Foods") today announced the pricing of an underwritten public offering of 8,067,227 shares of its common stock at a price of $29.75 per share. ConAgra Foods also granted the underwriter a 30-day option to purchase up to an additional 1,176,471 shares of its common stock. ConAgra Foods expects to receive net proceeds from the offering of approximately $234.7 million after underwriting discounts and commissions and estimated offering expenses (or approximately $269.0 million if the underwriter exercises its option to purchase additional shares of common stock in full). The offering is expected to close on January 11, 2013, subject to customary closing conditions.

ConAgra Foods intends to use the net proceeds from the offering to fund, in part, the previously announced acquisition (the "Acquisition") of Ralcorp Holdings, Inc. ("Ralcorp"). If the Acquisition is not consummated for any reason, ConAgra Foods intends to use the net proceeds from the offering for general corporate purposes.

BofA Merrill Lynch acted as sole book-running manager for the common stock offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. The offering may be made only by means of a preliminary prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by email to dg.prospectus_requests@baml.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy ConAgra Foods' common stock nor shall there be any sale of such common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About ConAgra Foods

ConAgra Foods, Inc., CAG, is one of North America's leading food companies, with brands in 97 percent of America's households. Consumers find Banquet^®, Chef Boyardee^®, Egg Beaters^®, Hebrew National^®, Hunt's^®, Marie Callender's^®, Orville Redenbacher's^®, PAM^®, Peter Pan^®, Reddi-wip^®, Slim Jim^®, Snack Pack^® and many other ConAgra Foods brands 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. For more information, please visit us at http://www.conagrafoods.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on ConAgra Foods' current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause ConAgra Foods' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in or by such forward-looking statements. These risks and uncertainties include, but are not limited to: the timing to consummate the Acquisition; the ability and timing to obtain required regulatory approvals and satisfy other closing conditions in connection with the Acquisition, including the approval of Ralcorp's shareholders; ConAgra Foods' ability to finance the Acquisition; ConAgra Foods' ability to realize the synergies contemplated by the Acquisition; and ConAgra Foods' ability to promptly and effectively integrate the businesses of Ralcorp and ConAgra Foods.