ST. LOUIS — The board of directors for Ralcorp Holdings, Inc. unanimously rejected a second proposal by ConAgra Foods, Inc., Omaha, to combine the two companies at $94 per share in cash. The Ralcorp board of directors said the proposal is not in the best interests of Ralcorp and its shareholders.

“After careful review, our board of directors has determined that the separation of Post Foods from Ralcorp will better allow each company to focus on strategies specific to their particular businesses, thereby unlocking additional significant value for our shareholders,” said William P. Stiritz, chairman of the board for Ralcorp, in a letter to ConAgra Foods. “We are firmly committed to this plan and therefore, we have unanimously determined that we have nothing further to discuss.”

Gary Rodkin, chief executive officer of ConAgra, said he was disappointed by the summary rejection of his company’s proposal. The $94 cash offering was an increase over the $86 cash offering ConAgra made to Ralcorp this past May.
ConAgra Foods said Ralcorp’s spin-off plan does not provide competitive value to Ralcorp’s shareholders relative to ConAgra Foods’ proposal.

“In contrast to the uncertainty related to the proposed spin-off, ConAgra Foods’ all-cash $94 per share proposal provides Ralcorp shareholders with certainty and upfront value,” the company said.