Pactiv Announces Extension of the Tender Offer and Consent Solicitation for Its 6.400% Notes Due January 15, 2018
November 02 2010 - 9:19AM
Business Wire
Pactiv Corporation (NYSE: PTV), a leader in the consumer and
foodservice packaging markets, announced today that it was
extending the expiration time of its cash tender offer and consent
solicitation relating to its 6.400% Notes due 2018 (the “2018
Notes”). The tender offer and consent solicitation for Pactiv’s
2018 Notes, which had been scheduled to expire at 8:00 a.m. New
York City time on November 2, 2010, will now expire at 5:00 p.m.
New York City time on November 14, 2010, unless extended or earlier
terminated. The terms of the tender offer and consent solicitation
otherwise remain as set forth in the offer to purchase and consent
solicitation statement that Pactiv previously distributed to the
holders of the 2018 Notes.
As of 8:00 a.m., New York City time, on November 2, 2010,
holders of (i) approximately $233,295,000 of aggregate principal
amount of 2018 Notes had validly tendered their 2018 Notes with the
related consents delivered and (ii) approximately $385,000 of
aggregate principal amount of 2018 Notes had validly delivered
their consents without tendering their 2018 Notes.
The tender offer and consent solicitation for Pactiv’s 2018
Notes is being conducted in connection with the pending acquisition
of Pactiv by Reynolds Group Holdings Limited (“Reynolds Group”).
The tender offer and consent solicitation for Pactiv’s 2018 Notes
is conditioned on consummation of the merger transaction, which is
itself subject to customary closing conditions, including approval
by Pactiv’s stockholders. The special meeting of Pactiv
stockholders to consider and vote upon a proposal to adopt the
merger agreement with Reynolds Group and approve the transactions
contemplated thereby will be held on November 15, 2010.
As Pactiv intends for the date of settlement to coincide with
the closing of the merger transaction, Pactiv will extend the
expiration time for the tender offer and consent solicitation for
its 2018 Notes and, consequently, the final acceptance date for
tenders as necessary for this to occur.
Pactiv reserves the right to terminate or amend in any respect
the tender offer and consent solicitation for its 2018 Notes.
Pactiv has engaged Credit Suisse Securities (USA) LLC (“Credit
Suisse”) as Dealer Manager for the tender offer and as Solicitation
Agent for the consent solicitation. Persons with questions
regarding the tender offer and consent solicitation for the Pactiv
2018 Notes should contact Credit Suisse at (800) 820-1653 (toll
free) or (212) 538-2147 (collect). Requests for copies of the offer
to purchase and consent solicitation statement or other tender
offer materials may be directed to D.F. King & Co., Inc., the
Information Agent, at (800) 714-3312 (toll free) or (212) 269 5550
(collect).
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Pactiv’s 6.400% Notes due 2018. The tender offer and consent
solicitation for Pactiv’s 2018 Notes is being made only pursuant to
the offer to purchase and consent solicitation statement, consent
and letter of transmittal and related materials that Pactiv
previously distributed to noteholders. Noteholders and investors
should read carefully the offer to purchase and consent
solicitation statement, consent and letter of transmittal and
related materials because they contain important information,
including the various terms of and conditions to the tender offer
and consent solicitation for Pactiv’s 2018 Notes.
Important Information
In connection with its proposed merger with a subsidiary of
Reynolds Group, Pactiv filed a definitive proxy statement with the
Securities and Exchange Commission (the “SEC”) on October 15, 2010.
INVESTORS AND STOCKHOLDERS OF PACTIV ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
AND WILL CONTAIN IMPORTANT INFORMATION ABOUT PACTIV AND THE
PROPOSED MERGER. The definitive proxy statement in connection with
the proposed merger has been mailed to the stockholders of Pactiv.
The definitive proxy statement, other relevant materials (when they
become available), and any other documents filed by Pactiv with the
SEC, may be obtained, without charge, from the SEC’s website at
www.sec.gov or by request to Pactiv Corporation, Attention
Corporate Secretary, 1900 W. Field Court, Lake Forest, IL 60045;
866-456-5439; www.pactiv.com.
Certain Information Regarding
Participants
Pactiv and its executive officers, directors and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Pactiv in
connection with the proposed merger. Information about the
executive officers and directors of Pactiv and their ownership of
Pactiv common stock is set forth in the definitive proxy statement
filed by Pactiv on October 15, 2010.
Cautionary Statements
Statements about the expected timing,
completion, and effects of the proposed tender offer and consent
solicitation constitute forward-looking statements. A variety of
factors could cause actual results to differ materially from those
projected in the forward-looking statements, including, with
respect to the proposed merger transaction with Reynolds Group,
failure to obtain stockholder approval, failure of financing, or
failure to satisfy other closing conditions. More detailed
information about other risks and uncertainties is contained in
Pactiv’s Annual Report on Form 10-K at page 23 filed with the SEC
as revised and updated by Forms 10-Q and 8-K as filed with the
Commission.
About Pactiv
Pactiv Corporation (NYSE: PTV) is a leader in the consumer and
foodservice/food packaging markets it serves. With 2009 sales of
$3.4 billion, Pactiv derives more than 80 percent of its sales from
market sectors in which it holds the No. 1 or No. 2 market-share
position. Pactiv’s Hefty® brand products include waste bags, slider
storage bags, disposable tableware, and disposable cookware.
Pactiv’s foodservice/food packaging offering is one of the broadest
in the industry, including both custom and stock products in a
variety of materials. For more information, visit
www.pactiv.com.
About Reynolds Group Holdings
Limited
Reynolds Group Holdings Limited is a leading global manufacturer
and supplier of consumer food and beverage packaging and storage
products and operates through five primary segments: SIG,
Evergreen, Reynolds Consumer, Reynolds Foodservice and Closures.
Reynolds Group Holdings Limited is based in Auckland, New Zealand.
Additional information regarding Reynolds Group Holdings Limited is
available at www.reynoldsgroupholdings.com.
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