GoodMark Foods and ConAgra Agree on Merger

ConAgra, Inc. and GoodMark Foods, Inc. this week announced that the two companies have approved an agreement for GoodMark Foods, the maker of Slim Jim meat snacks, to merge with ConAgra.

The agreement calls for ConAgra to exchange from .9449 to 1.0811 shares of ConAgra common stock for each share of GoodMark Foods common stock, valued at $30.00 per share. The final exchange ratio will be based on the average market closing price of ConAgra's common stock, in a range limited to $27.75 to $31.75 per share, during the ten trading days ending five trading days before the merger is consummated. At the midpoint of the exchange ratio range, equivalent to $29.75 per share of ConAgra common stock, ConAgra would issue approximately 7.26 million shares of common stock for GoodMark Foods' 7.2 million shares of common stock in a transaction expected to be tax free for GoodMark shareholders. ConAgra also would convert any remaining unexercised GoodMark stock options to ConAgra stock options at the same exchange ratio; GoodMark currently has 563,000 options outstanding.

Raleigh-based GoodMark Foods is a leading producer and marketer of branded meat snacks. Its principal brands include Slim Jim, Penrose and Pemmican meat snacks and Andy Capp's grain snacks.

Omaha-based ConAgra is a diversified international food company with operations spanning the food chain from crop inputs to branded consumer products. The addition of GoodMark's Slim Jim brand would raise from 21 to 22 the number of ConAgra brands with annual retail sales exceeding $100 million.