Rigrodsky & Long, P.A. Investigates American Italian Pasta Company Buyout

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of American Italian Pasta Company (“American Italian Pasta” or the “Company”) (Nasdaq: AIPC) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Ralcorp Holdings, Inc. (“Ralcorp”) (NYSE: RAH) in a transaction valued at approximately $1.2 billion, net of cash acquired.

Under the proposed agreement, Ralcorp will commence a tender offer of $53.00 per share for each share of American Italian Pasta common stock outstanding.  The investigation concerns whether American Italian Pasta’s board of directors failed to adequately shop the Company and obtain the best price possible for American Italian Pasta shareholders before entering into the agreement with Ralcorp.

As recent as May 6, 2010, American Italian Pasta announced its second quarter and year-to-date fiscal 2010 financial results wherein the Company reported net income for the second quarter increased 47% and had a year-to-date increase of 33%.  The Company’s earnings per share increased 44% for the second quarter and increased 30% for the year-to-date.  American Italian Pasta President and CEO, Jack Kelly, commented: “Our retail focus on private label or store brand business, along with our strategic brands, contributed to strong results in the second quarter of fiscal 2010.  AIPC continued to outperform the pasta category in both revenue and volume, and we are operating the business more profitably, as second quarter operating profit increased 30% from the year prior[.]”  Indeed, according to Yahoo! Finance, at least one analyst has set a price target of $60.00 per share. 

If you own the common stock of American Italian Pasta and purchased your shares before June 21, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

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