Ralcorp to buy Sara Lee refrigerated dough business
BakingBusiness.com, August 9, 2011
by Eric Schroeder

ST. LOUIS — Ralcorp Holdings, Inc. has agreed to acquire the North American private brand refrigerated dough business of Downers Grove, Ill.-based Sara Lee Corp. for approximately $545 million. The nation’s largest private label refrigerated dough business with annual sales exceeding $300 million, the operation produces basic and specialty biscuits, crescent rolls, pizza and pie crusts and toaster pastries.

The refrigerated dough business includes manufacturing and distribution facilities in Carrollton, Texas, and Forest Park, Ga. Once the transaction is finalized the business and its approximately 700 employees will operate as part of the broader Ralcorp Frozen Bakery Products division.

“We are excited about the addition of the refrigerated dough business to the Ralcorp family of products,” said Kevin J. Hunt, co-chief executive officer and president of Ralcorp. “This transaction will allow Ralcorp to be a private-brand leader in the $1.8 billion refrigerated dough category. Together with the refrigerated dough business, we will continue to provide our customers with the high-quality service and products they have come to expect from Ralcorp.

“In addition, given its higher margins and free cash flow, we expect this acquisition to result in the creation of significant value for Ralcorp shareholders. The percentage impact of this accretion will be even more significant after the Post Foods separation, as our private-brand earnings base will be smaller. Given the high quality of the business, the attractive financing markets and the tax attributes and synergy potential of the transaction, this acquisition represents the continuation of our strategy of enhancing shareholder value through private-brand acquisitions.”

The business is expected to enhance Ralcorp’s cash flow and generate operational synergies of approximately $6 million to $8 million annually after the third year post-closing, excluding one-time costs, Ralcorp said.

Meanwhile, the acquisition is expected to be accretive on a GAAP basis by more than 30c per share in year one, while on a cash basis, the acquisition is expected to be accretive by 50c per share, Ralcorp said.

For Sara Lee, the sale of the business continues the company’s trend of looking for alternatives for its operations as it prepares for its separation into two publicly-traded companies.

“The sale of our North American refrigerated dough business to Ralcorp is another step forward for Sara Lee as we continue to prepare for our separation into two publicly-traded companies,” said Marcel Smits, chief executive officer of Sara Lee. “It will better enable our North American business to focus on its branded meats and frozen desserts products and establish a platform for a strong and independent future.”

Sara Lee acquired the refrigerated dough business in 2001 when it purchased The Earthgrains Co. for $2.8 billion. The transaction fueled the idea Sara Lee would launch a branded refrigerated dough business to compete with The Pillsbury Co., which held a dominant market position. Instead, Sara Lee focused its attention on building the Sara Lee brand in the bread category. In late 2010, Sara Lee announced it was selling its North American bakery business for $959 million.