ATLANTA, April 29 /PRNewswire-FirstCall/ -- BWAY Holding
Company (NYSE: BWY) (the "Company"), a leading North American
supplier of general line rigid containers, today announced that the
"go-shop" period during which the Company can solicit alternative
proposals to its proposed acquisition by a company organized by
Madison Dearborn Partners, LLC ("MDP") has expired. During
the go-shop period, the Company was permitted under terms of the
merger agreement to initiate, solicit and enter into and maintain
discussions or negotiations regarding competing takeover proposals.
During the go-shop period, Goldman, Sachs & Co. ("Goldman
Sachs"), the Company's financial advisor, contacted 35 potential
transaction partners at the request and on behalf of the Company,
including strategic parties and financial sponsor firms. Of
the 35 parties contacted, five entered into confidentiality
agreements and reviewed nonpublic information regarding the
Company. Despite this solicitation of interest, none of the
contacted parties submitted a written acquisition proposal with
respect to the Company. Accordingly, the Company has
delivered a notice to MDP pursuant to the merger agreement
indicating there are no Exempted Persons as defined in the merger
agreement.
The Company is continuing to work with MDP to complete the
acquisition in a timely manner, subject to satisfaction of the
closing conditions set forth in the merger agreement.
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.
Cautionary Note Regarding Forward-Looking Statements
This document contains "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
You should not place reliance on these statements. Forward-looking
statements include information concerning the Company's liquidity
and its possible or assumed future results of operations, including
descriptions of its business strategies. These statements often
include words such as "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "seek," "will," "may" or similar expressions.
These statements are based on certain assumptions that management
has made in light of its experience in the industry as well as its
perceptions of historical trends, current conditions, expected
future developments and other factors management believes are
appropriate in these circumstances. As you read and consider this
document, you should understand that these statements are not
guarantees of performance or results. They involve risks,
uncertainties and assumptions. Many factors could affect the
Company's actual financial results and could cause actual results
to differ materially from those expressed in the forward-looking
statements. Some important factors include competitive risk from
other container manufacturers or self-manufacture by customers,
termination of customer contracts, loss or reduction of business
from key customers, dependence on key personnel, changes in steel,
resin, other raw material and energy costs or availability, product
liability or product recall costs, lead pigment and lead paint
litigation, increased consolidation in end markets, consolidation
of key suppliers, contractions in end markets, increased use of
alternative packaging, labor unrest, environmental, health and
safety costs, management's inability to evaluate and selectively
pursue acquisitions, fluctuation of quarterly operating results, an
increase in interest rates, restrictions in debt agreements,
fluctuations of the Canadian dollar, and the other factors
discussed in the Company's filings with the Securities and Exchange
Commission. In light of these risks, uncertainties and assumptions,
the forward-looking statements contained in this document might not
prove to be accurate and you should not place undue reliance upon
them. All forward-looking statements attributable to the Company or
persons acting on behalf of the Company are expressly qualified in
their entirety by the foregoing cautionary statements. All such
statements speak only as of the date made, and the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information About the Transaction
This statement may be deemed to be solicitation material in
respect of the proposed merger transaction. In connection with the
proposed merger transaction, on April 13,
2010 BWAY filed with the SEC a preliminary proxy statement
on Schedule 14A. In addition, BWAY will file with, or furnish to,
the SEC all relevant materials, including a definitive 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 PRELIMINARY PROXY STATEMENT AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
definitive proxy statement (when available) will be mailed to
shareholders of BWAY. Investors and security holders will be able
to obtain a copy of the preliminary proxy statement, definitive
proxy statement 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 preliminary proxy
statement, definitive proxy statement (when available) and other
relevant documents 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 are deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Additional information regarding the
interests of such participants is included in the preliminary proxy
statement and will be included in the definitive proxy statement
when it becomes available.
SOURCE BWAY Holding Company