News Release

ConAgra Foods Announces Agreement to Acquire Bertolli and P.F. Chang's Frozen Meals Businesses From Unilever PLC

Jul 30, 2012, 8:01 AM EDT

OMAHA, Neb.--(BUSINESS WIRE)--Jul. 30, 2012-- ConAgra Foods, Inc. (NYSE: CAG) announced today that it has entered into a definitive agreement to acquire the Bertolli^® and P.F. Chang’s^® Home Menu frozen meals businesses from Unilever PLC for a total cash consideration of $265 million. With annual sales approaching $300 million, the Bertolli and P.F. Chang’s businesses are leaders in the frozen multi-serve meals segment. The agreement includes a license for the use of the Bertolli brand name and the transfer of Unilever’s existing license with P.F. Chang’s for use of the P.F. Chang’s Home Menu brand name.

This acquisition reflects ConAgra Foods’ commitment to continue growing its core businesses and expanding into strategic adjacencies. The company’s strong position in the freezer case with brands such as Marie Callender’s^®, Banquet^®, Healthy Choice^®and Kid Cuisine^®, will be enhanced by the addition of the Bertolli and P.F. Chang’s brand names and the Italian and Asian food they bring to the portfolio. ConAgra Foods expects this acquisition to provide significant growth opportunities in the frozen food category.

“Bertolli and P.F. Chang’s multi-serve frozen meals are excellent additions to our portfolio. We’ll use our extensive frozen food and innovation capabilities to grow these great brands even further,” said Gary Rodkin, chief executive officer of ConAgra Foods. “Just as our acquisition earlier this calendar year of Odom’s Tennessee Pride extended our reach into frozen breakfasts, the addition of Bertolli and P.F. Chang’s brands can bring us new consumers and new eating occasions.”

When complete, this acquisition will support ConAgra Foods’ growth strategy, which includes growing its core businesses and expanding into adjacent categories, building its private label business and continuing to develop its international presence. This will be the fifth acquisition in the last 12 months for ConAgra Foods, following the acquisitions of National Pretzel Company, Del Monte Canada, Odom’s Tennessee Pride and the pita chip business of Kangaroo Brands.

The Bertolli and P.F. Chang’s frozen meals are currently produced in a Unilever facility that is not included in the sale. As part of the acquisition, key manufacturing equipment will be relocated to an existing ConAgra Foods facility.

The acquisition, which is expected to close within the next 30-60 days subject to customary closing conditions, does not alter ConAgra Foods fiscal 2013 financial goals; the company expects fiscal 2013 EPS, adjusted for items impacting comparability, to grow 6-8 percent over the comparable fiscal 2012 EPS of $1.84*. The company also continues to expect fiscal 2013 operating cash flow to exceed $1.2 billion.

* The Reconciliation for Regulation G purposes is included at the end of this release.

About ConAgra Foods
ConAgra Foods, Inc., (NYSE: CAG), is one of North America's leading food companies, with brands in 97 percent of America’s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip, Slim Jim, Snack Pack and many other ConAgra Foods brands in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at http://www.conagrafoods.com.

Note on Forward-looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. We undertake no responsibility for updating these statements. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this release. These factors include, among other things: availability and prices of raw materials, including any negative effects caused by inflation; the effectiveness of our product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; our ability to execute our operating and restructuring plans; the success of our innovation, marketing, and cost- saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any product recalls; our success in efficiently and effectively integrating acquisitions; access to capital; actions of governments and regulatory factors affecting our businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of our common stock, if any; and other risks described in our reports filed with the Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date of this release.

Regulation G Disclosure

Below is a reconciliation of FY12 diluted earnings per share from continuing operations, adjusted for items impacting comparability. Amounts may be impacted by rounding.


FY12 Diluted EPS from Continuing Operations
	Total FY12
Diluted EPS from continuing operations	$	1.12
Items impacting comparability:

Expense related to adoption of new methodology for pension accounting		0.60

Expense related to unallocated mark-to-market impact of derivatives		0.14

Expense related to restructuring charges		0.09

Net expense related to historical legal and insurance matters		0.03

Expense related to transaction costs of acquisitions		0.01

Benefit related to acquisition of majority interest in Agro Tech Foods, Ltd.		(0.14	)

Rounding		(0.01	)
Diluted EPS adjusted for items impacting comparability	$	1.84

Source: ConAgra Foods, Inc.

ConAgra Foods, Inc.
Media:
Dan Hare, 402-240-5274
Director, Communication & External Relations
Daniel.Hare@ConAgraFoods.com
or
Investors:
Chris Klinefelter, 402-240-4154
Vice President, Investor Relations
Chris.Klinefelter@ConAgraFoods.com