BWAY Shareholders Approve Madison Dearborn Buyout

BWAY Holding Co. (NYSE: BWY), a North American supplier of general line rigid containers, said that its shareholders have approved a $20 per share buyout offer from Madison Dearborn Capital Partners. The deal values BWAY at approximately $915 million (including assumed debt). Bank of America Merrill Lynch and Deutsche Bank Securities will provide leveraged financing.

PRESS RELEASE

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.