ATLANTA, June 2 /PRNewswire-FirstCall/ -- BWAY Holding
Company (NYSE: 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