Ralcorp Holdings, Inc. on June 24 announced that a wholly-owned subsidiary of Ralcorp has commenced a tender offer to acquire all of the outstanding shares of Class A common stock of American Italian Pasta Company for $53.00 per share in cash, without interest and less any required withholding tax.

The offer is being made pursuant to the terms of the definitive merger agreement entered into between Ralcorp, Excelsior Acquisition Co., a wholly-owned subsidiary of Ralcorp and AIPC on June 20, 2010 and is scheduled to expire at 12:00 midnight, New York City time, on July 22, 2010, unless extended.

The Board of Directors of AIPC has unanimously determined that the offer and merger are advisable, fair to and in the best interests of AIPC and its stockholders; approved and declared advisable the merger agreement and the transactions contemplated thereby; and recommended that all stockholders of AIPC accept the offer and tender their shares of Class A common stock in the offer.

Following completion of the offer, Ralcorp expects to consummate a second-step merger in which all remaining AIPC stockholders will receive the same cash price per share paid in the offer.

Ralcorp produces Post-branded cereals, a variety of value brand and store brand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers. Ralcorp's diversified product mix includes: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre-baked products such as breads and muffins; and frozen dough for cookies, Danishes, bagels and doughnuts. For more information about Ralcorp, visit the company's website at www.ralcorp.com.