BWAY Holding Company Announces Stockholder Approval of Merger Agreement with Affiliates of Madison Dearborn Partners

ATLANTA, June 8 /PRNewswire-FirstCall/ -- BWAY Holding Company 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