UPDATE 1-Ralcorp to buy American Italian Pasta for $1.2 bln

Mon Jun 21, 2010 8:05am EDT

* To pay $53 per share

* Offer at 27 pct premium

* Gives lower-than-expected Q3 EPS view

* Does not intend to give earnings outlook in future * Buys 2 pvt cos for undisclosed amount

June 21 (Reuters) - Snack products company Ralcorp Holdings Inc RAH.N agreed to buy American Italian Pasta Co AIPC.O for about $1.2 billion, or $53 a share, in cash to expand its presence in the North American pasta market.

The offer price is at a 27 percent premium to American Italian Pasta's Friday close.

Ralcorp, which sells a variety of products including cereals, corn snack products, syrups and salad dressings, intends to fund the deal partly through cash and borrowings under its credit facilities.

Ralcorp also said it expects to earn $1 a share in the third quarter. This is significantly below analysts' average estimate of $1.29 a share, according to Thomson Reuters I/B/E/S.

The company does not plan to give earnings outlook in future except under "unique circumstances."

Separately, Ralcorp said it bought privately held North American Baking Ltd and JT Bakeries Inc for an undisclosed amount to expand its portfolio of gourmet cracker offerings.

It expects the deals to add to earnings during the remainder of the current fiscal year.

Shares of Ralcorp closed at $62.17 Friday on the New York Stock Exchange. (Reporting by Mihir Dalal in Bangalore; Editing by Roshni Menon)

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