ST. LOUIS — The board of directors for Ralcorp Holdings, Inc. have unanimously rejected the unsolicited offer to acquire the company for $4.9 billion plus the assumption of $2.5 billion in debt made by ConAgra Foods, Inc., Omaha, earlier today. The board said the offer was not in the best interest of the company’s shareholders.

“Ralcorp, as an independent company, has a proven track record of delivering superior results and shareholder value, having delivered total shareholder returns of 418% over the past 10 years and 114% over the past five years,” said William Stiritz, chairman. “We are confident that Ralcorp has a strategic plan and a proven management team that will continue to generate significant shareholder value in the future. Our board of directors affirms its commitment to Ralcorp as an independent company.”

Ralcorp’s board of directors also said they have adopted a shareholder rights plan that is intended to reduce the likelihood that a person or group may gain control of the company by open market accumulation of shares without paying a control premium for all shares.