Extension Of Expiration Date For Previously Announced Tender Offer And Consent Solicitation In Anticipation Of Acquisition Of BWAY Holding Company By Madison Dearborn Partners
CHICAGO, June 9 /PRNewswire-FirstCall/ -- In anticipation of the previously announced proposed acquisition of BWAY Holding Company (the " Company") by companies organized by Madison Dearborn Partners, LLC through a merger (the " Merger") of Picasso Merger Sub, Inc. (the " Purchaser"), a wholly-owned subsidiary of Picasso Parent Company, Inc., with and into the Company, the Purchaser announced today that it is extending the expiration date (as extended, the " Expiration Date") of its previously announced tender offer (the " Tender Offer") and consent solicitation (the " Consent Solicitation") with respect to BWAY Corporation's (" BWAY") 10% Senior Subordinated Notes due 2014 (the " Notes"). The Expiration Date for the Tender Offer has been extended from 5:00 p.m., New York City time on June 9, 2010 to 8:00 a.m. New York City time on June 16, 2010, unless further extended in accordance with the offer to purchase and consent solicitation dated May 11, 2010 (the " Statement") and applicable law. The Expiration Date is also the date on which the Merger is expected to be consummated.
The Purchaser received tenders and consents to amend certain provisions of the indenture governing the notes (the " Indenture"), as contemplated in the Statement, from holders of 100% of the $228,538,000 outstanding aggregate principal amount of the Notes. As a result of obtaining the required consents from holders of the Notes to amend the Indenture, the supplemental indenture effecting the amendments to the Indenture (the " Supplemental Indenture") was executed by BWAY on May 20, 2010 and withdrawal rights terminated with respect to the Tender Offer and the Consent Solicitation, except as required by law. The proposed amendments contained in the Supplemental Indenture will not become operative until immediately prior to the consummation of the Merger and will cease to be operative unless the Merger is consummated or if the Purchaser fails to accept for purchase any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer.
Except for the extension of the Expiration Date of the Tender Offer as described above, all other terms and conditions of the Tender Offer and the Consent Solicitation remain unchanged. Holders that have previously tendered Notes do not need to re-tender their Notes or take any other action in response to this extension.
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