Ralcorp Holdings entered into a definitive agreement to acquire the North American private label brand refrigerated dough business of Sara Lee Corp. for approximately $545 million.

Ralcorp Holdings, Inc., St. Louis, entered into a definitive agreement to acquire the North American private label brand refrigerated dough business of Sara Lee Corp., Chicago, for approximately $545 million.

Sara Lee's refrigerated dough business is a leading manufacturer and distributor of a full range of private label refrigerated dough products in the United States. The business recorded net sales in excess of $300 million for its fiscal year ended July 2010. The acquisition is expected to be accretive on a GAAP basis by more than 30 cents per share in year one, including synergies but excluding one-time acquisition-related expenses. On a cash basis, Ralcorp expects accretion to be 50 cents per share during the first year. The acquisition is also expected to enhance Ralcorp's cash flow and generate operational synergies of approximately $6-$8 million annually after the third year post-closing, excluding one-time transition costs.  

"We are excited about the addition of the refrigerated dough business to the Ralcorp family of products," says Kevin Hunt, co-CEO and president of Ralcorp. "This transaction will allow Ralcorp to be a private-brand leader in the $1.8 billion refrigerated dough category. Together, with the refrigerated dough business, we will continue to provide our customers with the high-quality service and products they have come to expect from Ralcorp. In addition, given its higher margins and free cash flow, we expect this acquisition to result in the creation of significant value for Ralcorp shareholders. The percentage impact of this accretion will be even more significant after the Post Foods separation, as our private-brand earnings base will be smaller. Given the high quality of the business, the attractive financing markets and the tax attributes and synergy potential of the transaction, this acquisition represents the continuation of our strategy of enhancing shareholder value through private-brand acquisitions."

"We welcome to the Ralcorp family the hard-working employees of Sara Lee's refrigerated dough business and expect they will continue to play an integral role in the success of our company," Hunt adds.
The refrigerated dough business employs approximately 700 people and has manufacturing and distribution facilities in Carrollton, Texas, and Forest Park, Ga. Upon completion of the transaction, the business will operate as part of a broader Ralcorp Frozen Bakery Products division.

Ralcorp intends to fund the transaction through short-term debt that will be repaid with the proceeds from the Post Foods separation. The acquisition is subject to customary closing conditions and regulatory approvals. The company expects the acquisition to be completed in 60-90 days.