William Stiritz, chairman of Ralcorp’s Board of directors, said: “We are pleased with the progress of our separation plans for Ralcorp and Post. The separation will enable both companies to focus on their respective business strategies, while allowing investors to select discrete themes in terms of branded and private-brand foods. The Board’s actions reflect our confidence in the underlying strengths of these companies and their ability to create value for shareholders.”
Ralcorp will complete the separation by distributing at least 80% of the outstanding shares of common stock of Post, to holders of Ralcorp common stock of record as of the close of business on January 30.
Each such holder will receive one share of Post common stock for every two shares of Ralcorp common stock held on the Record Date. Approximately 34.5 million shares of Post common stock are expected to be outstanding immediately following the separation.
No fractional shares of Post common stock will be distributed in connection with the distribution. Fractional shares that Ralcorp shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net proceeds of these sales will be distributed rateably to those shareholders who would otherwise have been entitled to receive fractional shares.
The distribution of Post shares will be made in book-entry form and no action or payment by Ralcorp shareholders is required to receive Post shares. No physical share certificates of Post will be issued. An information statement containing details of the separation and important information about Post will be mailed to Ralcorp shareholders prior to the distribution date.
It is intended that the post separation, as structured, will qualify as a tax-free distribution to Ralcorp shareholders for US federal tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Ralcorp shareholders should consult their tax advisers with respect to US federal, state, local and foreign tax consequences of the post separation.
Source: Ralcorp Holdings
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