January 22, 2013 (Update) -- Settlement proposed. The settlement will not affect the special meeting of Ralcorp shareholders scheduled to be held on January 29, 2013 or the amount of merger consideration to be paid to shareholders of Ralcorp in connection with the proposed merger.
December 7, 2012 (Shareholders Foundation) -- An investor in shares of Ralcorp Holdings, Inc. (NYSE:RAH) filed a lawsuit against directors of Ralcorp Holdings in effort to halt the proposed takeover of Ralcorp Holdings, Inc. by ConAgra Foods, Inc. at $90.00 per NYSE:RAH share.

The plaintiff alleges that the defendants breached their fiduciary duties owed NYSE:RAH stockholders by agreeing to sell the company too cheaply via an unfair process to ConAgra Foods, Inc.

On Nov. 27, 2012, ConAgra Foods, Inc. (NYSE: CAG) and Ralcorp Holdings, Inc. (NYSE: RAH) announced that the boards of directors of both companies have approved an agreement under which ConAgra Foods will acquire Ralcorp. The transaction is valued at approximately $6.8 billion, including the assumption of debt. Under the terms of the agreement, Ralcorp shareholders will receive $90.00 per share in cash for each outstanding share of common stock held, representing a 28.2% premium to the closing price of Ralcorp’s common stock on November 26, 2012, and a 24.9% premium to the average closing price of Ralcorp’s common stock for the 30 trading days ending November 26, 2012.

However, the plaintiff alleges that the $90offer is unfair to NYSE:RAH stockholders and undervalues the company. Indeed in September 2011 ConAgra Foods offered to buy Ralcorp. Holdings, Inc. at $94 per share. But the board of directors rejected the $94offer in September 2011. Back in September 2011 a news outlet published a story entitled “Ralcorp Board Costing Investors $1 Billion in ConAgra Opposition.’