Ralcorp completes tender offer, prices notes

by Eric Schroeder
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ST. LOUIS — Ralcorp Holdings, Inc. on July 23 said it has completed the tender offer by its indirect wholly-owned subsidiary Excelsior Acquisition Co. for all of the outstanding shares of Class A common stock of American Italian Pasta Co. for $53 per share in cash, without interest and less any required withholding tax. Ralcorp said 18,599,898 shares of AIPC Class A common stock, representing approximately 85.2% of AIPC’s outstanding shares of Class A common stock as of the close of business on July 22 (excluding 1,316,889 shares of Class A common stock tendered by notices of guaranteed delivery), were validly tendered and not validly withdrawn in the tender offer. The announcement came two days after Ralcorp said it would offer $450 million in notes to help fund its $1.2 billion acquisition of AIPC.

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