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Madison Dearborn Buying BWAY for $915 Million

Madison Dearborn Capital Partners has agreed to acquire BWAY Holding Co. (NYSE: BWY), a North American supplier of general line rigid containers. The deal is valued at $20 per share, or approximately $915 million (including assumed debt). BWAY’s stock closed trading Friday at $17.35 per share. Bank of America Merrill Lynch and Deutsche Bank Securities have provided debt financing.

PRESS RELEASE

BWAY Holding Company (NYSE: BWY), a leading North American supplier of general line rigid containers, today announced it has entered into an agreement to be acquired by a company organized by Madison Dearborn Partners, LLC (“MDP”) in a transaction with a total value of approximately $915 million, including the assumption of debt.

The agreement was unanimously approved by BWAY’s Board of Directors.  The transaction was recommended to the Board by a Transaction Committee established to evaluate, together with independent financial and legal advisors, interest in BWAY expressed by third parties.  Under the agreement, BWAY shareholders will receive $20.00 cash for each share of BWAY common stock they own, representing a premium, based on the closing price on March 26, 2010, of approximately 25% percent over the 30 day average closing trading price and 16% over the 90 day average closing trading price.  Bank of America Merrill Lynch and affiliates of Deutsche Bank Securities Inc. have committed to providing the debt financing in support of the transaction.

Thomas S. Souleles, Managing Director of MDP, said, “Madison Dearborn Partners is thrilled to be investing in BWAY, a world class packaging business with leading market positions, outstanding customer relationships, and a proven and exceptional management team.”

Kenneth Roessler, BWAY’s President and Chief Executive Officer, also commented on the transaction stating, “We are very excited about this transaction with Madison Dearborn Partners and what it means to the Company going forward.  MDP has a solid reputation for working with their portfolio companies, and I believe that they will be instrumental in helping BWAY meet our growth objectives.”

Transaction Details

Completion of the transaction is subject to approval by holders of a majority of BWAY’s shares, and by holders of a majority of BWAY’s shares, excluding for this purpose shares owned by affiliates of Kelso & Company.  Completion of the transaction is also subject to regulatory approvals and other customary closing conditions.  Assuming the satisfaction of conditions, the transaction is expected to close in the second or third calendar quarter of 2010.  Upon completion of the merger, BWAY will become a private company, wholly-owned by affiliates of MDP.

Under the terms of the agreement, BWAY may solicit alternative proposals from third parties for 30 days and intends to consider any such proposals.  There can be no assurance that the solicitation of such proposals will result in an alternative transaction.  In addition, BWAY may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals.

Affiliates of Kelso & Company, BWAY’s largest shareholder, have executed a Voting Agreement agreeing to vote all of their shares in favor of the transaction.

Goldman, Sachs & Co. acted as financial advisor to the Transaction Committee of the Board.  Debevoise & Plimpton LLP acted as legal advisor to the Company and Sullivan & Cromwell LLP acted as legal advisor to the Transaction Committee.  

Bank of America Merrill Lynch and Deutsche Bank Securities Inc.‎ acted as financial advisors to MDP.  Kirkland & Ellis LLP acted as legal advisor to MDP.

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.