ATLANTA, March 29 /PRNewswire-FirstCall/ -- BWAY Holding
Company (NYSE: BWY), a leading North American supplier of general
line rigid containers, today announced it has entered into an
agreement to be acquired by a company organized by Madison Dearborn
Partners, LLC ("MDP") in a transaction with a total value of
approximately $915 million, including
the assumption of debt.
The agreement was unanimously approved by BWAY's Board of
Directors. The transaction was recommended to the Board by a
Transaction Committee established to evaluate, together with
independent financial and legal advisors, interest in BWAY
expressed by third parties. Under the agreement, BWAY
shareholders will receive $20.00 cash
for each share of BWAY common stock they own, representing a
premium, based on the closing price on March
26, 2010, of approximately 25% percent over the 30
day average closing trading price and 16% over the 90 day average
closing trading price. Bank of America Merrill Lynch and
affiliates of Deutsche Bank Securities Inc. have committed to
providing the debt financing in support of the transaction.
Thomas S. Souleles, Managing
Director of MDP, said, "Madison Dearborn Partners is thrilled to be
investing in BWAY, a world class packaging business with leading
market positions, outstanding customer relationships, and a proven
and exceptional management team."
Kenneth Roessler, BWAY's
President and Chief Executive Officer, also commented on the
transaction stating, "We are very excited about this transaction
with Madison Dearborn Partners and what it means to the Company
going forward. MDP has a solid reputation for working with
their portfolio companies, and I believe that they will be
instrumental in helping BWAY meet our growth objectives."
Transaction Details
Completion of the transaction is subject to approval by holders
of a majority of BWAY's shares, and by holders of a majority of
BWAY's shares, excluding for this purpose shares owned by
affiliates of Kelso & Company. Completion of the
transaction is also subject to regulatory approvals and other
customary closing conditions. Assuming the satisfaction of
conditions, the transaction is expected to close in the second or
third calendar quarter of 2010. Upon completion of the
merger, BWAY will become a private company, wholly-owned by
affiliates of MDP.
Under the terms of the agreement, BWAY may solicit alternative
proposals from third parties for 30 days and intends to consider
any such proposals. There can be no assurance that the
solicitation of such proposals will result in an alternative
transaction. In addition, BWAY may, at any time, subject to
the terms of the merger agreement, respond to unsolicited
proposals.
Affiliates of Kelso & Company, BWAY's largest shareholder,
have executed a Voting Agreement agreeing to vote all of their
shares in favor of the transaction.
Goldman, Sachs & Co. acted as financial advisor to the
Transaction Committee of the Board. Debevoise & Plimpton
LLP acted as legal advisor to the Company and Sullivan &
Cromwell LLP acted as legal advisor to the Transaction Committee.
Bank of America Merrill Lynch and Deutsche Bank Securities Inc.
acted as financial advisors to MDP. Kirkland & Ellis LLP
acted as legal advisor to MDP.
About BWAY Holding Company
BWAY Holding Company is a leading North American supplier of
general line rigid containers. The Company operates 20 plants
(excluding announced plant closures) throughout the United States and Canada serving industry leading customers on a
national basis.
About Madison Dearborn Partners LLC
Madison Dearborn Partners, LLC, based in Chicago, is one of the most experienced and
successful private equity investment firms in the United States. MDP has raised over
$18 billion of capital since its formation in 1992 and has
invested in more than 100 companies. MDP invests in
businesses across a broad spectrum of industries, including basic
industries, communications, consumer, energy and power, financial
services, and health care. For more information, please visit
the MDP website at www.mdcp.com.
Forward-Looking Statements
Some of the statements contained in this news release (including
information included or incorporated by reference herein) may
constitute "forward-looking statements" within the meaning of the
safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995, including statements as to the
Company's expectations, beliefs and strategies regarding the
future. These forward-looking statements may involve risks and
uncertainties that are difficult to predict, may be beyond the
Company's control and could cause actual results to differ
materially from those described in such statements. Although
the Company believes that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Important factors
could adversely affect the Company's future financial performance
and cause actual results to differ materially from the Company's
expectations, including uncertainties associated with the proposed
sale of the Company to affiliates of Madison Dearborn Partners, the
anticipated timing of filings and approvals relating to the
transaction, the expected timing of completion of the transaction,
the ability of third parties to fulfill their obligations relating
to the proposed transaction, the ability of the parties to satisfy
the conditions to closing of the merger agreement to complete the
transaction and the risk factors discussed from time to time by the
Company in reports filed with the Securities and Exchange
Commission (the "SEC"). Additional information on risk
factors that may affect the business and financial results of the
Company can be found in the Company's Annual Report on Form 10-K
and in the filings of the Company made from time to time with the
SEC. The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information About This Transaction
This news release may be deemed to be solicitation material in
respect of the proposed transaction. In connection with the
proposed transaction, BWAY will file with, or furnish to, the SEC
all relevant materials, including a proxy statement on Schedule
14A. INVESTORS AND SECURITY HOLDERS OF BWAY ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC,
INCLUDING BWAY'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final proxy statement will be mailed to
shareholders of BWAY. Investors and security holders will be
able to obtain the proxy statement (when available) and other
documents filed by BWAY free of charge from the SEC's website,
www.sec.gov. BWAY's shareholders will also be able to obtain,
without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or
telephone to Jeff O'Connell, BWAY Holding Company, 8607 Roberts
Drive, Suite 250, Atlanta, GA
30350, telephone: 770-645-4800, or from BWAY's website,
www.bwaycorp.com. BWAY and its directors and executive
officers and certain other members of its management and employees
may be deemed to participate in the solicitation of proxies in
respect of the proposed transaction. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents
filed with, or furnished to, the SEC when they become
available.
SOURCE BWAY Holding Company