Ralcorp board approves separation of Post

by Eric Schroeder
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ST. LOUIS — The board of directors of Ralcorp Holdings, Inc. has approved the separation of the company’s subsidiary, Post Holdings, Inc.

“We are pleased with the progress of our separation plans for Ralcorp and Post,” said William P. Stiritz, chairman of Ralcorp’s board of directors. “The separation will enable both companies to focus on their respective business strategies, while allowing investors to select discrete themes in terms of branded and private-brand foods. The board’s actions reflect our confidence in the underlying strengths of these companies and their ability to create value for shareholders.”

Under terms of the separation, Ralcorp will distribute at least 80% of its outstanding shares of common stock of Post to holders of Ralcorp common stock of record as of the close of business on Jan. 30, 2012. Each such holder will receive one share of Post common stock for every two shares of Ralcorp common stock held on Jan. 30, with distribution taking effect at 11:59 p.m., Eastern Time, on Feb. 3, 2012.

Ralcorp noted that if the conditions have not been satisfied or waived on Feb. 3, the distribution date may be extended until the conditions are satisfied or waived.

Approximately 34.5 million shares of Post common stock are expected to be outstanding immediately following the separation, Ralcorp said.

“No fractional shares of Post common stock will be distributed in connection with the distribution,” Ralcorp said. “Fractional shares that Ralcorp shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net proceeds of these sales will be distributed ratably to those shareholders who would otherwise have been entitled to receive fractional shares.

“The distribution of Post shares will be made in book-entry form and no action or payment by Ralcorp shareholders is required to receive Post shares. No physical share certificates of Post will be issued. An information statement containing details of the separation and important information about Post will be mailed to Ralcorp shareholders prior to the distribution date.”

Ralcorp said the separation of Post was structured in such a manner that it will qualify as a tax-free distribution to Ralcorp shareholders for U.S. federal tax purposes. But cash received in lieu of fractional shares will be taxable, Ralcorp said, and shareholders should consult their tax advisers with respect to U.S. federal, state, local and foreign tax consequences of the Post separation.

Ralcorp shares will continue to trade on the New York Stock Exchange under the symbol “RAH” through and after the Feb. 3 distribution date. Any holders of shares of Ralcorp common stock who sell Ralcorp shares on or before Feb. 3 also will be selling their right to receive shares of Post common stock. In addition, Ralcorp said it expects its shares will trade ex-distribution (without the right to receive shares of Post common stock) on or about Jan. 26, and continue through the distribution date under the symbol “RAH WI.”

Meanwhile, Post common stock is expected to begin “when issued” trading on the N.Y.S.E. under the symbol “POST WI” beginning on Jan. 26. On the distribution date, “when issued” POST WI trading will end and “regular-way” trading under the symbol “POST” will begin.

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