YORK, Pa., June 14, 2011 /PRNewswire/ -- Graham Packaging
Company Inc. (NYSE: GRM) announced today that it has received a
proposal for its acquisition by Reynolds Group Holdings Limited at
a price of $25 per share in cash. Reynolds intends to fully
finance the payment of the purchase price through fully negotiated
financing commitments and cash on hand at Reynolds. The definitive
terms and conditions of the proposal have been fully negotiated by
Reynolds and Graham.
The board of directors of Graham Packaging, upon the
recommendation of its special committee, after consultation with
its financial advisor and outside legal counsel, has concluded that
this proposal would, if consummated, constitute a superior proposal
as compared to the pending transaction with Silgan Holdings Inc.
(Nasdaq: SLGN). Graham Packaging has provided notice to Silgan on
June 13, 2011 of the board of
directors' determination and its intent to change its
recommendation with respect to the pending transaction with Silgan,
to terminate the merger agreement with Silgan, and to enter into a
binding written definitive agreement with Reynolds after the
expiration of a three business day notice period ending on and
including Thursday, June 16,
2011.
Under the existing agreement with Silgan, Silgan has the right
to adjust the terms of the agreement to make a responsive offer
prior to the expiration of such three business day period, and the
Graham Packaging board of directors may only change its
recommendation for the agreement with Silgan if it determines in
good faith, after consultation with its financial advisor and
outside legal counsel, that the proposed transaction with Reynolds
continues to constitute a superior proposal in light of any
responsive offer by Silgan. Graham Packaging's board of directors
has not changed its recommendation with respect to the pending
transaction with Silgan.
About Graham Packaging
Graham Packaging is a leading U.S. supplier of plastic
containers for hot-fill juice and juice drinks, sports drinks,
drinkable yogurt and smoothies, nutritional supplements, wide-mouth
food, dressings, condiments and beers; the leading global supplier
of plastic containers for yogurt drinks; a leading supplier of
plastic containers for liquid fabric care products, dish care
products and hard-surface cleaners; and the leading supplier in the
U.S., Canada and Brazil of one-quart/liter plastic motor oil
containers. Graham Packaging proforma net sales (after taking into
account the acquisition of Liquid Container in September 2010), approximates $2.8 billion. The company employs over
8,300 associates in 15 countries through 97 manufacturing
facilities.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in
respect of the proposed merger transaction involving Graham
Packaging and Silgan. In connection with the proposed merger,
Silgan filed with the Securities and Exchange Commission ("SEC") a
Registration Statement on Form S-4 containing a preliminary joint
proxy statement/prospectus for the stockholders of Graham Packaging
and Silgan and each of Graham Packaging and Silgan plan to file
other documents with the SEC regarding the proposed merger
transaction. The definitive joint proxy statement/prospectus
will be mailed to stockholders of Graham Packaging and Silgan.
Before making any voting or investment decision, Graham
Packaging's stockholders and investors are urged to read the
definitive joint proxy statement/prospectus and other documents
filed with the SEC carefully and in their entirety when they become
available, because they will contain important information about
the proposed merger. Investors and stockholders may
obtain, without charge, a copy of the joint proxy
statement/prospectus, as well as other relevant documents
containing important information about Graham Packaging and Silgan
at the SEC's website (http://www.sec.gov). Graham Packaging's
stockholders will also be able to obtain, without charge, a copy of
the definitive joint proxy statement/prospectus and other relevant
documents when they become available by directing a request by mail
or telephone to Graham Packaging, 2401 Pleasant Valley Road,
York, PA 17402, Attention:
Investor Relations, (717) 771-3220.
Participants in Solicitation:
Graham Packaging and its directors and executive officers and
other persons may be deemed to be participants in the solicitation
of proxies from Graham Packaging's stockholders with respect to the
proposed merger. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of Graham Packaging's stockholders in connection with
the proposed merger is set forth in the preliminary joint proxy
statement/prospectus filed with the SEC. You can find
information about Graham Packaging's directors and executive
officers and their ownership of Graham Packaging's common stock in
Graham Packaging's annual report on Form 10-K for the fiscal year
ended December 31, 2010 and Graham
Packaging's proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on Schedule 14A on
April 30, 2010. Stockholders
may obtain additional information regarding the interests of Graham
Packaging and its directors and executive officers in the proposed
merger, which may be different than those of Graham Packaging's
stockholders generally, by reading the preliminary joint proxy
statement/prospectus and other relevant documents regarding the
proposed merger, when filed with the SEC.
Forward Looking Statements:
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
which represent the current expectations and beliefs of management
of Graham Packaging concerning the proposed merger of Graham
Packaging with Silgan and other future events and their potential
effects on Graham Packaging. Such statements are based upon
the current beliefs and expectations of our management, are not
guarantees of future results and are subject to a significant
number of risks and uncertainties. These forward-looking
statements are inherently subject to significant business, economic
and competitive uncertainties and contingencies and risk relating
to the merger, many of which are beyond our control.
Graham Packaging:
David Bullock
Chief Financial Officer
(717) 849-8500
Jeff Grossman
(717) 771-3220
InvestorRelations@grahampackaging.com
SOURCE Graham Packaging Company Inc.