BWAY Holding Company Enters Into Memorandum of Understanding Regarding Stockholder Class Action

ATLANTA, June 2 /PRNewswire-FirstCall/ -- BWAY Holding Company BWY (the "Company"), a leading North American supplier of general line rigid containers, today announced that it has entered into a memorandum of understanding, dated June 1, 2010, regarding the settlement of the putative stockholder class action, styled Rebecca Clark v. BWAY Holding Company, et al., 2010CV183869 which was filed on April 5, 2010, in the Superior Court of Fulton County, Georgia, against the Company, the members of its board of directors, one of the Company's other officers, Madison Dearborn Partners, LLC ("MDP"), Picasso Parent Company, Inc., and Picasso Merger Sub, Inc. ("Merger Sub") in connection with the proposed merger of Merger Sub with and into the Company (the "Merger").  Although the Company believes that no supplemental disclosure is required under applicable laws, the Company has agreed to make certain supplemental disclosures related to the proposed Merger, to avoid the risk of the putative stockholder class action delaying or adversely affecting the Merger and to minimize the expense of defending such action.  The supplementary disclosures are set forth in definitive additional materials on Schedule 14A and a Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC").  

FORWARD-LOOKING STATEMENTS

This press release 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.

ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION

This press release may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, on May 7, 2010 the Company filed with the SEC a definitive proxy statement on Schedule 14A. In addition, the Company will file with, or furnish to, the SEC all other relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement has been mailed to shareholders of record of the Company as of May 6, 2010. Investors and security holders are able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC's website, www.sec.gov. The Company's shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement 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 the Company's website, www.bwaycorp.com.

The Company and its directors and executive officers are deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Additional information regarding the interests of such participants is included in the definitive proxy statement.

SOURCE BWAY Holding Company