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The Associated Press March 29, 2010, 9:57AM ET

Madison Dearborn buys container maker BWAY Holding

Private equity firm Madison Dearborn Partners LLC will take steel and plastic container maker BWAY Holding Co. private in a deal worth $485 million in cash plus assumed debt, BWAY said Monday.

BWAY shareholders will receive $20 cash for each share of BWAY common stock they own, representing an 15 percent premium to the stock's Friday closing price of $17.35. Based on the company's 24.2 million shares outstanding at Dec. 31, the deal is worth $484.8 million. Including debt, BWAY values the transaction at $915 million.

Bank of America Merrill Lynch and affiliates of Deutsche Bank Securities Inc. have committed to providing debt financing in support of the transaction.

The takeover, which is subject to approval by BWAY shareholders and regulatory clearance, is expected to close in the second or third calendar quarter of 2010. Affiliates of Kelso & Co., BWAY's largest shareholder, have agreed to vote in favor of the transaction.

Under the terms of the agreement, BWAY may solicit alternative bids for 30 days and at any time respond to unsolicited proposals.

For the company's 2009 fiscal year ended in September, BWAY reported earnings of $23.5 million on sales of $904.4 million.

Goldman, Sachs & Co. acted as financial adviser to BWAY's board transaction committee. Debevoise & Plimpton LLP acted as legal adviser to the company and Sullivan & Cromwell LLP advised the transaction committee. Bank of America Merrill Lynch and Deutsche Bank Securities Inc. acted as financial advisers to Madison Dearborn, and Kirkland & Ellis LLP served as legal adviser.

Shares of BWAY jumped 16 percent to $20.12 in Monday morning trading.


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