The tender offer will be subject to various terms and conditions as will be described in the offer materials that will be publicly filed and distributed to stockholders shortly. Additional copies of the offer materials will also be available from the Information Agent, Georgeson Inc. The Dealer-Manager for the tender offer will be Citigroup.
None of Silgan’s management, its board of directors and executive officers, the information agent, the depositary or the dealer manager is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the tender offer. Silgan’s directors and executive officers are entitled to participate in the tender offer on the same basis as all other stockholders, and certain of Silgan’s directors and executive officers may tender shares in the tender offer, subject to acceptance in the tender offer. Further, R. Philip Silver, Silgan’s co-founder and Non-Executive Co-Chairman of the board of directors, has informed Silgan that he currently does not intend to tender any shares of Silgan’s common stock owned beneficially or of record by him in the tender offer. D. Greg Horrigan, Silgan’s co-founder and Non-Executive Co-Chairman of the board of directors, has informed Silgan that he currently intends to tender in the offer such number of shares of Silgan’s common stock owned beneficially or of record by him, up to a maximum of 800,000 shares, with a goal that, assuming full subscription in the tender offer such that Silgan purchases shares for an aggregate purchase price of $250 million in the tender offer, would result in Mr. Horrigan maintaining approximately the same percentage of beneficial ownership interest in Silgan’s common stock that he has immediately prior to the consummation of the tender offer, subject to the effects of proration.
Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Stockholders should consult their financial and tax advisors in making this decision.
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