Pactiv Agrees to be Acquired by Reynolds Group Holdings Limited

Under the terms of the agreement, Pactiv shareholders will receive $33.25 in cash for each share of Pactiv common stock held, representing a premium of approximately 39 percent over Pactiv’s closing price of $23.97.

Aug 24 2010 --- Pactiv Corporation, a leader in the consumer and foodservice packaging markets, announced it has entered into a definitive merger agreement to be acquired by Reynolds Group Holdings Limited, a leading global manufacturer and supplier of consumer food and beverage packaging and storage products headquartered in Chicago, Illinois, in a transaction valued at approximately $6 billion. Reynolds is a wholly owned subsidiary of New Zealand-based Rank Group Limited, which is owned by Graeme Hart.

Under the terms of the agreement, Pactiv shareholders will receive $33.25 in cash for each share of Pactiv common stock held, representing a premium of approximately 39 percent over Pactiv’s closing price of $23.97 on May 14, 2010, the last trading day prior to published reports regarding a potential transaction.

Reynolds has obtained committed financing for the transaction, consisting of a combination of equity from Reynolds and Rank Group Limited and committed debt financing to be provided by certain affiliates of Credit Suisse, HSBC, and Australia New Zealand Bank.

Pactiv’s board of directors unanimously approved the merger agreement and will recommend that Pactiv’s common shareholders approve the transaction. A special meeting of Pactiv’s shareholders will be held as soon as practicable after the preparation and filing of a proxy statement with the Securities and Exchange Commission (SEC) and subsequent mailing to shareholders. Completion of the transaction is subject to Pactiv’s shareholder approval, regulatory approvals, and customary closing conditions, and is targeted to occur by the end of 2010.

"Pactiv has been a leading performer in its industries since it became publicly held in 1999. We are proud of what we have accomplished, and we are excited to join with Reynolds’ consumer and foodservice businesses to grow and add more capabilities for our customers. All of the Pactiv team takes pride in the fact that we have been able to create the shareholder value released by this transaction, and we are pleased to join a group that is committed to the growth of both its packaging and consumer businesses," said Richard L. Wambold, Pactiv’s chairman and chief executive officer.

"Pactiv is an outstanding company. It is a clear leader in its markets as a result of its broad product line and unique distribution system. I am excited about the opportunity to grow Pactiv’s foodservice and Hefty consumer businesses and to be associated with the people who have made it such a successful company over the years. I am very pleased to add these businesses to our packaging group," remarked Graeme Hart.

Credit Suisse acted as lead financial advisor to Pactiv with respect to the transaction. Perella Weinberg Partners LP acted as independent financial advisor to the board of directors of Pactiv and rendered a financial fairness opinion. Skadden, Arps, Slate, Meagher and Flom LLP is acting as legal counsel to Pactiv.