ATLANTA, June 2 /PRNewswire-FirstCall/ -- In anticipation of the previously announced proposed acquisition of BWAY Holding Company (the " Company") by investment funds affiliated with Madison Dearborn Partners, LLC through a merger of Picasso Merger Sub, Inc. (" Merger Sub") with and into the Company (the " Merger"), the Company announced today that Merger Sub intends to offer $200 million aggregate principal amount of senior notes due 2018 (the " Notes"). The obligations of Merger Sub under the Notes will be assumed by the Company by operation of law upon consummation of the Merger. The net proceeds from the offering of the Notes will be used to finance in part the consideration to be paid in the Merger, to refinance the Company's existing indebtedness in connection with the Merger and to pay fees and expenses related to the Merger and the associated financings. The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the " Securities Act") or any state securities laws, and, unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes and related guarantees in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.