Silgan Advised That Graham Packaging Company Receives Unsolicited Acquisition Proposal

Silgan Holdings Inc. announced today that Graham Packaging Company Inc. has informed Silgan that it has received an unsolicited proposal from a private non-investment grade company to acquire all of the shares of Graham Packaging for $25 per share in cash.

Graham Packaging has announced that its board of directors, upon the recommendation of its special committee, has concluded that this proposal could reasonably be expected to lead to a proposal that is superior to the pending transaction with Silgan. The proposal is subject to due diligence, amongst other things, and there can be no assurance that the proposal will result in a definitive agreement providing for a transaction that is superior to the pending transaction with Silgan. Graham Packaging's board of directors has not changed its recommendation with respect to the pending transaction with Silgan.

In the event Graham Packaging's board of directors determines that such proposal constitutes a superior proposal, Graham Packaging is required to provide Silgan with three business days' written notice prior to Graham Packaging's board of directors changing its recommendation with respect to the pending transaction with Silgan. During such period, Silgan would have a match right. Alternatively, if Graham Packaging does change its recommendation or accepts such proposal from the third party, Graham Packaging would be required to pay to Silgan a termination fee of $39.5 million.
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