Ralcorp Holdings makes some of the most tame-sounding brands in the cereal aisle, from Shredded Wheat to Bran Flakes. And it often flies under the radar, with most of the pasta, cereal and crackers it produces sold at grocery stores under store-brand labels.
Ralcorp doesn’t even hold conference calls with analysts when it announces quarterly earnings, a practice mostly unheard of among public companies.
But lately, the company, headquartered at 800 Market Street in downtown St. Louis, has been anything but boring. Great change is afoot for its 9,000 employees, of which about 300 work downtown.
ConAgra Foods’ unsolicited bids to buy Ralcorp has set off a chain of events that ensures one of St. Louis’ largest publicly held companies will no longer look like it does today.
Within the past week and a half, several new scenarios have emerged for Ralcorp. As a defensive move, the company said it’s planning to spin off its Post Foods cereal business unit as a standalone company, with Ralcorp’s chairman, Bill Stiritz, taking over as chairman of Post Foods.
Most analysts don’t see the strategy as a plan to stop ConAgra’s bid for Ralcorp, with more than $4 billion in sales last year. Instead, the move is being viewed by some as a crafty way for Ralcorp’s board to elicit the most value for its shares.
Should the Post spinoff happen, that would likely mean the end of St. Louis as the hub of decision making for a portfolio of some of the country’s most recognizable cereal brands, which also includes Honey Bunches of Oats, Grape-Nuts, Raisin Bran, Golden Crisp, Honey-Comb, Alpha-Bits, Pebbles and Waffle Crisp.
Post Foods’ divisional headquarters is in Parsippany, N.J. The spinoff would result in Post Foods emerging as a new publicly traded company listed on the New York Stock Exchange.
Unwelcome suitor
ConAgra first offered to buy Ralcorp in March, and in May sweetened its bid to $86 a share, or $4.9 billion.
Ralcorp’s board of directors rejected both of ConAgra’s offers, but the rejections haven’t dampened ConAgra’s appetite for Ralcorp.
When Ralcorp announced its Post Foods spinoff plans on July 14, ConAgra released a statement the same day saying its bid to buy all of Ralcorp remains in the best interests of Ralcorp’s shareholders. Neither ConAgra or Ralcorp made executives available to comment for this story.
ConAgra’s executives have indicated they are most interested in adding Ralcorp’s private-label cereal, pasta, crackers and other foods that are sold under store names. Private- label products accounted for three-fourths, or $3.5 billion, of Ralcorp’s sales for the 12 months that ended March 31.
“In light of the current economic environment - where high gas prices, anemic wage growth, and elevated unemployment levels are weighing on an already fragile consumer - we still think that by extending its offerings beyond its lackluster brand portfolio, ConAgra may be able to benefit as consumers opt for lower priced products and retailers increasingly tout value offerings,” Morningstar analyst Erin Lash wrote in an investors’ note July 15, referring to the appeal of Ralcorp’s private-label products.
Ralcorp’s roots in St. Louis date to 1894 when William Danforth founded the Robinson-Danforth Commission Co., which made animal feed. The company later added breakfast cereals, and in 1902 changed its name to Ralston Purina. In 1994, Ralston Purina spun off its cereal business and a few other businesses outside of pet food, and Ralcorp was formed.
Ralcorp acquired Post Foods from Kraft in 2008 for $2.7 billion. Through its Post Foods division and private-label offerings, Ralcorp has grown to become the third-largest maker of cereal nationwide in the ready-to-eat category, behind Kellogg and General Mills.
By spinning off its Post business, Ralcorp could prompt other parties to make a competing offer for all or part of Ralcorp, analyst Alexia Howard of Sanford C. Bernstein wrote in a note to investors July 20.
“We now believe that Ralcorp may be prepared to sell if a sufficiently high price is offered for either the whole company or its components,” Howard wrote in the note.
Separately, The Sunday Times newspaper in the United Kingdom reported last week that Lion Capital LLP, a London-based private equity firm, plans to offer $1.5 billion for Post Foods.
Lion Capital already owns Weetabix, the second-largest maker of cereals and cereal bars in the U.K. Post Foods recently added Pebbles Treats, its first foray outside of the ready-to-eat cereal category, which would complement Weetabix’s cereal bar offerings.
Still, ConAgra might not choose to patiently wait for Post to be spun off.
Christopher Growe, an analyst at Stifel Nicolaus, wrote in a research note July 15 that he expects ConAgra to increase its price per share bid to the mid-to-upper $90s.
Last week, Ralcorp’s shares hovered above $86, closing Friday at $87.92 a share.
“Could it wait until the breakup occurs and just go after the private- label business?” Growe wrote in his note. “Sure. However, we believe the company would be better suited to purchase the whole Ralcorp.”
Still, the surprise twists and turns taken in the past few months mean Ralcorp’s future path won’t be decided any time soon, according to Morningstar’s Lash.
“This saga has been ongoing for the past several months and it might continue for some time, in our view,” she wrote in the note.
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