Exhibit
(a)(5)(A)
FOR IMMEDIATE RELEASE
RALCORP HOLDINGS COMMENCES CASH TENDER OFFER TO ACQUIRE
CLASS A CONVERTIBLE COMMON STOCK OF
AMERICAN ITALIAN PASTA COMPANY FOR $53.00 PER SHARE
CLASS A CONVERTIBLE COMMON STOCK OF
AMERICAN ITALIAN PASTA COMPANY FOR $53.00 PER SHARE
St. Louis, MO — June 24, 2010 — Ralcorp Holdings, Inc. (NYSE: RAH) (“Ralcorp”) today
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 (NASDAQ: AIPC)
(“AIPC”) for $53.00 per share in cash (the “Offer”), 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 (“Purchaser”), and
AIPC on June 20, 2010 (the “Agreement”) 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.
There is no financing condition to the Offer. The Offer is subject to the satisfaction of
certain conditions set forth in the Agreement, including there being validly tendered in accordance
with the terms of the Offer, immediately prior to the expiration date of the Offer and not
withdrawn, a number of shares of Class A common stock that, together with the shares of Class A
common stock then owned by Ralcorp and/or Purchaser, represents a majority of the total number of
outstanding shares of AIPC common stock on a fully-diluted basis (assuming conversion or exercise
of all derivative securities or other conditions of such derivative securities), regulatory
approvals and other customary conditions set forth in the Agreement. 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.
The
complete terms and conditions of the Offer are set forth in the offer to purchase,
letter of transmittal and other related materials to be filed by Ralcorp and its subsidiary with
the Securities and Exchange Commission (“SEC”) today. In addition, a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to
the Offer is to be filed today with the SEC by AIPC. Copies
of the offer to purchase, letter of transmittal and other related materials, including the
Solicitation/Recommendation Statement, are available free of charge from Georgeson Inc., the
Information Agent for the Offer, at (866) 219-9786 (toll-free) or (212) 440-9800 (collect).
The Depositary for the Offer is Computershare Trust Company, N.A., and the Dealer Manager
for the Offer is Credit Suisse Securities (USA) LLC.