ATLANTA, June 8 /PRNewswire-FirstCall/ -- BWAY Holding
Company (NYSE: BWY) (the "Company"), a leading North American
supplier of general line rigid containers, today announced that its
stockholders have approved the proposal to adopt the merger
agreement providing for its acquisition by entities created by
certain affiliates of Madison Dearborn Partners, LLC ("MDP").
The approval included both the affirmative vote of the
holders of (i) a majority of the outstanding shares of common
stock of the Company and (ii) a majority of the outstanding
shares of common stock of the Company that are not held by
affiliates of Kelso & Company, L.P. ("Kelso"), as required
by the merger agreement.
According to the final tally of shares voted, more than 83% of
the outstanding shares of common stock of the Company, and 73% of
the outstanding shares of common stock of the Company that are not
held by affiliates of Kelso, in each case, as of the close of
business on May 6, 2010, the record
date for the stockholders' meeting, were voted to approve the
proposal to adopt the merger agreement.
All approvals, consents or consultations required to consummate
the merger under U.S. and foreign antitrust laws have been obtained
or made, and accordingly, the related condition to the consummation
of the merger set forth in the merger agreement has been fully
satisfied. The consummation of the merger remains subject to
the satisfaction or waiver of certain other closing conditions set
forth in the merger agreement and discussed in detail in the
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by the Company on May 7, 2010. Subject to satisfaction or
waiver of all conditions to closing, the parties expect that the
merger will be completed by the end of the second calendar quarter
of 2010.
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
This filing contains statements (including information included
or incorporated by reference herein) that 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 MDP, 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 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.
SOURCE BWAY Holding Company