ConAgra Foods Sells Common Stock Shares

Jan. 9, 2013

ConAgra Foods, Inc. (ConAgra Foods) announced that it is offering to sell, subject to market and other conditions, 8,067,227 shares of its common stock at a price of $29.75 per share (approximately $240.0 million0. ConAgra Foods also granted the underwriter a 30-day option to purchase up to an additional 1,176,471 shares of its common stock (approximately $35.0 million) 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 Jan. 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 of Ralcorp Holdings, Inc. If the acquisition is not consummated for any reason, ConAgra Foods intends to use the net proceeds from the offering for general corporate purposes.



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