ConAgra Foods: Announces Results of Tender Offer

Omaha / NE. (caf) ConAgra Foods Inc. announced the final results of its offer to purchase up to 609’337’000 USD principal amount of its 7,875 percent Senior Notes due 2010 and 6,75 percent Senior Notes due 2011. The Maximum Tender Offer expired at midnight, New York City time, on May 01, 2009. As of the Expiration, an aggregate principal amount of 281’990’000 USD of the 2010 Notes and 399’692’000 USD of the 2011 Notes had been validly tendered and not validly withdrawn.

ConAgra Foods has accepted for payment an aggregate principal amount of 252’036’000 USD of the 2010 Notes and 357’294’000 USD of the 2011 Notes. Because the Maximum Tender Offer was oversubscribed, ConAgra Foods will accept notes as provided in the Offer to Purchase dated April 06, 2009 with a proration factor of 89,4399 percent.

The total consideration for each 1’000 USD principal amount of 2010 Notes and 2011 Notes validly tendered in the Maximum Tender Offer prior to 05:00 p.m., New York City time, on April 17, 2009, and accepted for purchase will be 1’067,50 USD, which includes an early tender payment of 30,00 USD. The total consideration for each 1’000 USD principal amount of 2010 Notes and 2011 Notes validly tendered in the Maximum Tender Offer after 05:00 p.m., New York City time, on April 17, 2009, but at or prior to midnight, New York City time, on May 01, 2009, and accepted for purchase will be 1’037,50 USD, which is the Total Consideration minus the Early Tender Payment.