BOSTON, Nov. 27, 2012 /PRNewswire/ -- Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duties by the Board of Directors of Ralcorp Holdings Inc. ("Ralcorp" or the "Company") (NYSE: RAH) with regards to the proposed acquisition of the Company by ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra") for $4.95 billion in cash.   

Under the terms of the merger, ConAgra will acquire Ralcorp for $90.00 per share in cash, a premium of only 28% over the Company's share price on November 26, 2012.  However, it appears that Ralcorp's share price is poised for gains.  Indeed, as noted by Bloomberg on November 27, 2012:  "Meanwhile, Ralcorp's bottom-line results had been skewed by impairment, merger costs and other charges in recent quarters. But its revenue has strengthened for more than a year, helped by gains from acquisitions and improved sales volume.  Tuesday, Ralcorp reported that its fourth-quarter loss narrowed sharply as sales climbed -- helped by acquisition -- and the foodmaker recorded a small profit from discontinued operations, versus a significant loss in this category a year ago."  Thus, it is no surprise that the consensus amongst analysts is that the Company will "outperform" its targets. 

Block & Leviton's investigation seeks to determine, among other things, whether Ralcorp's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed transaction.  If you have information relevant to this investigation, or if you are a Ralcorp shareholder and have questions about your legal rights, please contact Steven P. Harte at (617) 398-5600 or email him at Steven@blockesq.com.

Block & Leviton is a Boston-based law firm representing investors for violations of securities laws.  The firm's lawyers have collectively been prosecuting securities cases on behalf of investors for over 50 years.

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SOURCE Block & Leviton LLP