ConAgra withdraws Ralcorp offer

[September 20, 2011]  OMAHA, Neb. (AP) -- ConAgra Foods Inc. withdrew its $5.17 billion bid for Ralcorp Holdings Inc. on Monday, ending its aggressive pursuit of the food maker.

The maker of Chef Boyardee, Healthy Choice and other foods, has made several unsuccessful bids since March for Ralcorp, which makes Post cereal and many private-label foods.

A successful deal would have widened ConAgra's array of products but Ralcorp has quickly rejected all its offers. Last week, ConAgra set a Monday deadline for Ralcorp to start discussions or it would walk away.

Ralcorp, which first turned down the latest $94-per-share offer last month, rejected it again on Monday.

The offer is higher than Ralcorp's stock has ever traded but the company, based in St. Louis, has been clear that it is not interested.

Ralcorp maintains that its plan, announced in July, to spin off its Post cereal business to focus on its private-label foods business will provide better value for its shareholders.

ConAgra is not expected to launch a hostile takeover bid, because Ralcorp adopted a shareholder rights plan, also known as a poison pill, in May. The company, based in Omaha, Neb., has also been clear that it is only interested in the entire Ralcorp business, not in the separate units if a spin-off is complete.

ConAgra said last week that if Ralcorp refuses to negotiate it would "pursue other opportunities." The company is expected to discuss the matter further on Tuesday when it releases its first-quarter results.

Shares of ConAgra fell 54 cents, more than 2 percent, to close at $23.39. Shares of Ralcorp fell 96 cents to close at $75.23 and fell 93 cents to $74.30 in after-hours trading.

[Associated Press; By SARAH SKIDMORE]

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