FTC Grants Ralcorp (RAH) and American Italian Pasta (AIPC) Early Termination of Waiting Period for Pending Merger
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Ralcorp (NYSE: RAH) and American Italian Pasta Company (Nasdaq: AIPC) announced that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the previously announced definitive merger agreement between the two companies.
On June 21, 2010 Ralcorp announced it will acquire AIPC in a cash tender offer and subsequent merger for approximately $1.2 billion on a fully diluted basis. On June 24, 2010, Ralcorp, through its wholly owned subsidiary Excelsior Acquisition Co., commenced a cash tender offer to purchase all outstanding shares of AIPC common stock for $53.00 in cash for each share of AIPC common stock, without interest and less any required withholding taxes. The tender offer will expire at midnight on July 22, 2010, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.
The transaction remains subject to the tender of a majority of the outstanding shares of AIPC common stock on a fully diluted basis and the satisfaction of other customary closing conditions. There is no financing condition to the Ralcorp tender offer.
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On June 21, 2010 Ralcorp announced it will acquire AIPC in a cash tender offer and subsequent merger for approximately $1.2 billion on a fully diluted basis. On June 24, 2010, Ralcorp, through its wholly owned subsidiary Excelsior Acquisition Co., commenced a cash tender offer to purchase all outstanding shares of AIPC common stock for $53.00 in cash for each share of AIPC common stock, without interest and less any required withholding taxes. The tender offer will expire at midnight on July 22, 2010, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.
The transaction remains subject to the tender of a majority of the outstanding shares of AIPC common stock on a fully diluted basis and the satisfaction of other customary closing conditions. There is no financing condition to the Ralcorp tender offer.
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