Conagra Brands, Inc. · NYSE:CAG

Conagra Brands — Conagra Foods — Merger or Acquisition (November 2012)

14 slides from Conagra Brands's merger presentation, Nov 27, 2012

  1. Slide 1: ConAgra Foods and Ralcorp

    [GRAPHIC OMITTED] [GRAPHIC OMITTED] CONAGRA FOODS AND RALCORP November 27, 2012 [GRAPHIC OMITTED] [GRAPHIC OMITTED]

  2. Slide 2: Disclaimer

    DISCLAIMER This communication 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

  3. Slide 3: Transaction Summary

    TRANSACTION SUMMARY * ConAgra Foods to acquire Ralcorp Holdings for $90 per share in cash -- Represents a 24.9% premium to Ralcorp's average closing price over last 30 trading days -- Implies equity value of $5.1 billion and enterprise value of approximately $6.8 billion, including assumed debt * Un

  4. Slide 4: Compelling Strategic and Financial Rationale

    COMPELLING STRATEGIC AND FINANCIAL RATIONALE * Enhances ConAgra Foods' position as one of the largest packaged food companies in North America -- Combined company will have net sales of approximately $18 billion and more than 36,000 employees -- Strong platform across sales channels and price points

  5. Slide 5: Overview of Ralcorp Holdings

    OVERVIEW OF RALCORP HOLDINGS [GRAPHIC OMITTED] [GRAPHIC OMITTED] FY 2012 Net Sales = $4.3 billion Ralcorp Food Group ($3.2 billion or 74% of Sales) Cereal Products (~25%) * Leader in private label ready-to-eat cereal and hot cereal * Natural / organic energy and nutrition bars Pasta (~20%) * No. 1 i

  6. Slide 6: Private Label Represents an Attractive Growth Opportunity

    PRIVATE LABEL REPRESENTS AN ATTRACTIVE GROWTH OPPORTUNITY Private Label Outperformance vs. Branded (1) Spread in Year-over-Year Dollar Sales Growth Branded CAGR [] +3% Private Label CAGR [] +6% [GRAPHIC OMITTED] [GRAPHIC OMITTED] Private Label Share of Packaged Food $(2) Switzerland 44% United Kingd

  7. Slide 7: Ralcorp Is the Leader in Large, Growing Segments

    RALCORP IS THE LEADER IN LARGE, GROWING SEGMENTS Breakdown of Ralcorp Segments by Rank in Private Label [GRAPHIC OMITTED] [GRAPHIC OMITTED] Ralcorp Segment Rank Among Retail Sales Private Label Segments ($bn) Offerings Ready-to-Eat Cereal $9.5 #1 Crackers 5.6 #1 Snack Nuts 3.5 #1 Pasta 2.2 #1 Refrig

  8. Slide 8: Strong Fit with ConAgra Foods' Capabilities Provides Significant Long-Term Opportunity

    STRONG FIT WITH CONAGRA FOODS' CAPABILITIES PROVIDES SIGNIFICANT LONG-TERM OPPORTUNITY Ralcorp Assets and Capabilities * Advantaged segment presence; private label share leadership position * Fast, efficient National Brand Equivalent emulation * Deep industry knowledge and relationships ConAgra Food

  9. Slide 9: Balanced Branded, Private Label and Commercial Strategy

    BALANCED BRANDED, PRIVATE LABEL AND COMMERCIAL STRATEGY Combined Platform Will Add to ConAgra Foods' Overall Strength * ConAgra Foods is already operating effectively today with both branded and private label food; strategy of limited overlap * ConAgra Foods remains fully committed to its brands, st

  10. Slide 10: Key Financial Elements

    KEY FINANCIAL ELEMENTS Strong Financial Returns * Enhanced topline growth potential over the long term * Expected to be accretive to EPS in Year 1, with increasing accretion over time as synergies phase in(1) * Continued strong operating cash flow generation expected Value Creation from Attractive S

  11. Slide 11: Strong Cost Synergy Opportunities

    Strong Cost Synergy Opportunities * Attractive cost synergies contribute to strong value creation potential Supply Chain Procurement * Optimize common supply base * Leverage Commercial platform Manufacturing * Network and manufacturing optimization * Implementation of ConAgra Foods efficiency progra

  12. Slide 12: ConAgra Foods Is Well-Positioned to Capitalize on the Ralcorp Opportunity

    CONAGRA FOODS IS WELL-POSITIONED TO CAPITALIZE ON THE RALCORP OPPORTUNITY * Organization is ready to execute and capitalize on this attractive opportunity Transition and Integration Capabilities * Significant experience managing transition from a holding company built through many acquisitions to on

  13. Slide 13: Key Takeaways

    KEY TAKEAWAYS * Transaction creates one of the largest packaged food companies in North America, with net sales of approximately $18 billion * With Ralcorp, ConAgra Foods will have a stronger growth profile as the leader in private label food, an attractive growth sector with long-term momentum * Pr

  14. Slide 14: Q&A

    Gross KA Ofc you love Ralcorp Q&A

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