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May 4, 2011 2:12 PM

Davis Polk Advising ConAgra on $4.9 Billion Ralcorp Bid

Posted by Brian Baxter

ConAgra Foods announced on Wednesday a $4.9 billion offer for cereal maker Ralcorp Holdings in an effort to expand its presence into generic food products, according to The New York Times.

Davis Polk & Wardwell is representing Omaha-based ConAgra on its bid for Ralcorp, which owns the Post cereal brand and makes other foods that stores brand as their own. ConAgra owns well-known foods brands like Chef Boyardee, Healthy Choice, Jiffy, Orville Redenbacher's, and Slim Jim.

SEC filings by ConAgra show that the company is being advised by George "Gar" Bason, Jr., global head of the M&A practice at Davis Polk, and corporate partner Arthur Golden.

The firm enjoys close ties to the company through ConAgra chairman of the board Steven Goldstone, who served as a senior partner at Davis Polk from 1978 to 1995. Goldstone went on to become general counsel and CEO of RJR Nabisco until his retirement in 2000. (ConAgra's general counsel is Colleen Batcheler.)

Ralcorp has turned to Bryan Cave for counsel on the acquisition attempt by ConAgra, the company's second in as many months. Ralcorp, which like Bryan Cave is based in St. Louis, announced earlier this week that it had received an unsolicited proposal from a third party in March.

William Seabaugh, the head of Bryan Cave's global transactions practice, has previously handled major M&A deals for Ralcorp. Seabaugh led a team from the firm representing Ralcorp last year on its $1.2 billion acquisition of the American Italian Pasta Company and in 2008 on the company's $2.6 billion acquisition of the Post cereal division from Kraft Foods.

Ralcorp's general counsel is Gregory Billhartz, who was hired in October 2009 after his predecessor, Charles Huber, Jr., was promoted to become head of Ralcorp's frozen foods division. At the time of this post, Ralcorp had yet to respond to the latest offer to buy the company by ConAgra. (Note: Ralcorp has rejected ConAgra's offer.)

The Times notes that if Ralcorp seeks to block a deal, the company has in its arsenal some tough antitakeover laws recently adopted by its home state of Missouri that could be used to fight off a ConAgra bid. Ralcorp's staggered board also means it would take at least two annual meetings to replace a majority of the directors, according to The Times.

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