/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
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").
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.