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Post Holdings to Acquire Dakota Growers Pasta Co.

Date Posted: September 17, 2013

St. Louis—Post Holdings, Inc. (NYSE: POST) announced Sept. 16 it has signed a definitive agreement to acquire Dakota Growers Pasta Company, Inc. ("Dakota Growers") from Viterra Inc., a wholly-owned subsidiary of Glencore Xstrata plc.

Dakota Growers is a leader in the approximately $5 billion North American pasta market, with leadership positions in the private label retail, foodservice and ingredient channels.

The company is located in Carrington, North Dakota, where it has durum wheat milling and pasta production capabilities.

Dakota Growers also has production capabilities in New Hope, Minnesota.

The Dakota Growers business will be managed independently from other Post Holdings businesses by its existing management team led by Ed Irion, Vice President and General Manager.

"I am delighted to welcome Ed, his team, and the Dakota Growers associates into the growing family of Post Holdings' companies," said William P. Stiritz, Post's Chairman and Chief Executive Officer.

"With Dakota Growers, Post continues to expand its portfolio into segments of the overall food industry where it sees opportunities to grow and diversify its strong cash flow."

Terms of the deal call for $370 million in cash to be paid at the time of closing, on a cash-free, debt-free basis, subject to a working capital adjustment.

The acquisition will be funded by a combination of cash on hand and up to $200 million in committed debt financing.

On a full year basis, the transaction is expected to contribute approximately $300 million to net sales and approximately $42-$46 million of EBITDA.

The Company anticipates completing the transaction in January 2014, subject to various closing conditions including the expiration of waiting periods required under antitrust laws and the delivery of audited financial statements for the Dakota Growers business.

The transaction is structured as a stock purchase, in which Post has agreed to purchase all of the outstanding stock of Agricore United Holdings Inc., the parent company of Dakota Growers.

The acquisition, excluding transaction, integration and purchase accounting related costs, is expected to be immediately accretive to Post's results; the ultimate earnings per share impact will be subject to finalization of the allocation of the purchase price.

For more information, call 314-644-7601.

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