Crown Holdings Announces Concurrent Tender Offers and Consent Solicitations for any and All Outstanding Second and Third Priority Senior Secured Notes Due 2011 and 2013

Tuesday, October 18, 2005
Investors

PHILADELPHIA, Oct 18, 2005 /PRNewswire-FirstCall via COMTEX News Network/ -- Crown Holdings, Inc. (NYSE: CCK) today announced that it has commenced concurrent tender offers for any and all of the outstanding notes of Crown European Holdings SA, a subsidiary of the Company, described in the table below (the "Notes") and consent solicitations to amend the terms of the related indentures. The tender offers and consent solicitations are part of the Company's plan to refinance its senior secured credit facilities and the Notes using proceeds from the recent sale of the Company's plastic closures business together with borrowings under new senior secured credit facilities and the issuance of new unsecured notes. The purpose of the refinancing plan is to increase operational and financial flexibility and reduce interest expense.

The Notes subject to the tender offers are:

    Principal Outstanding/Note Series                 Cusip/ISIN Nos.

    $1,085,000,000 9.5% Second Priority
     Senior Secured Notes due March 1, 2011       228344AA5/US228344A59;
                                                  228344AC1/US228344AC16;
                                                  F2398RAA8/USF2398RAA89

    euro 285,000,000 10.25% Second Priority       16000P9B6/XS0163227258;
     Senior Secured Notes due March 1, 2011       16000P9C6/XS0163227415;
                                                  F2398JAB4/XS0176411584

    $725,000,000 10.875% Third Priority
     Senior Secured Notes due March 1, 2013       228344AD9/US228344AD98

The consent solicitations will seek consents from the holders of the Notes to eliminate substantially all of the restrictive covenants, reporting requirements and certain events of default from the indentures governing the Notes and release the collateral securing the Notes. A valid tender of Notes is deemed to constitute such a consent and a consent may not be delivered without a tender of Notes.

The tender offers and consent solicitations are being made pursuant to the terms and conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated October 18, 2005 (the "Statement") and the related Letter of Transmittal, which more fully set forth the terms and conditions thereof. The tender offers will expire at 5:00 p.m., New York City time, on November 16, 2005, unless extended (the "Expiration Time"). No tender will be valid if submitted after the Expiration Time.

The purchase price (calculated as described in the Statement) to be paid for each $1,000 principal amount or euro 1,000 principal amount, as applicable, of the applicable Notes purchased in a tender offer will be an amount in cash (the "Purchase Price") equal to (1) the sum of the present value on the early settlement date of (i) the earliest redemption price (as set forth in the table below) for such Notes and (ii) the interest that would accrue from the last interest payment date and that would be payable on each interest payment date occurring on and prior to the earliest redemption date (as set forth in the table below) for such Notes, in each case, determined on the basis of a yield to the earliest redemption date equal to the sum of (A) the bid-side yield (the "Reference Yield") on the applicable reference security (as set forth in the table below), plus (B) 50 basis points, minus accrued and unpaid interest from the last interest payment date to, but not including, the early settlement date (rounded to the nearest cent), minus (2) an amount equal to the Consent Payment defined below. The Reference Yield will be calculated in accordance with standard market practice as of 2:00 p.m., New York City time, on October 31, 2005, unless extended (the "Price Determination Date"), as displayed on the applicable page of the Bloomberg Government Pricing Monitor (as set forth in the table below) or any recognized quotation source.

Earliest     Earliest
                      Redemption   Redemption                        Bloomberg
    Title of Security    Date         Price     Reference Security      Page

    Dollar denominated   March 1,   $1,047.50  3.375% U.S. Treasury      PX4
     9-1/2%                2007                 Note due February 28,
      Second Priority                           2007
       Senior Secured
       Notes due 2011

    Euro denominated     March 1, euro 1,051.25  4.0% OBL #139 due       OBL
     10-1/4%               2007                  February 16, 2007
      Second Priority
       Senior Secured
       Notes due 2011

    10-7/8% Third        March 1,   $1,054.38  3.375% U.S. Treasury      PX5
     Priority             2008                  Note due February 15,
      Senior Secured                            2008
       Notes due 2013

Holders who validly tender and do not validly withdraw their Notes before 5:00 p.m., New York City time, on October 31, 2005, unless extended (the "Consent Payment Deadline"), will be entitled to receive the Purchase Price described above and a consent payment of $20.00 per $1,000 principal amount or euro 20.00 per euro 1,000 principal amount, as applicable, of Notes (the "Consent Payment"). The Purchase Price and the Consent Payment are expected to be paid on or promptly after the Consent Payment Deadline and following the satisfaction of the conditions to the offers described below, including the consummation of the Company's refinancing plan (the "Early Settlement Date"), although the Company reserves the right, in its sole discretion, to extend or forgo the Early Settlement Date. Holders who validly tender their Notes after the Consent Payment Deadline will receive only the Purchase Price, which does not include the Consent Payment, payable promptly after the Expiration Time (the "Final Settlement Date"). In each case, Holders whose Notes are accepted for payment in the offers will also receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date up to, but not including, the Early Settlement Date or the Final Settlement Date, whichever Settlement Date is applicable.

Each tender offer is subject to the satisfaction or waiver of various conditions, including the receipt of consents from holders of at least 66-2/3% of the aggregate principal amount of the applicable Notes, the execution of a supplemental indenture amending the applicable indenture, the entry into new senior credit facilities and the issuance of new senior unsecured notes on terms satisfactory to the Company as part of the Company's refinancing plan, the consummation of the other tender offer and other customary conditions. The Company may amend, extend or terminate each tender offer and consent solicitation in its sole discretion.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offers are made only pursuant to the Statement and related materials. Requests for information and questions regarding the tender offers and consent solicitations should be directed to Citigroup Corporate and Investment Banking or Lehman Brothers, the dealer managers and solicitation agents, at (800) 558-3745 or (212) 723-6106 or (800) 438-3242, or (212) 528-7581, or D.F. King & Co., Inc., the information agent, at (800) 628-8536. Prior to 2:00 p.m., New York City time, on the Price Determination Date, unless extended, holders of the Notes may obtain a hypothetical quote of the consideration to be paid by calling either the dealer managers or the information agent. In addition, promptly following the final calculation of the consideration for the Notes, the Company will issue a press release announcing the pricing information.

None of the Company, the dealer managers or the information agent makes any recommendations as to whether or not holders should tender their Notes pursuant to the tender offers or consent to the proposed amendments to the Notes and the related indentures, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to consent to the proposed amendments to the Notes and the related indentures and to tender Notes, and, if so, the principal amount of Notes to tender.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ include that the tender offers and the refinancing plan are subject to a number of conditions and the final terms may vary as a result of market and other conditions. There can be no assurance that the tender offers or refinancing plan will be completed on the terms described herein or at all. Other important factors are discussed under the caption "Forward-Looking Statements" in the Company's Form 10-K Annual Report for the year ended December 31, 2004 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

For more information, contact: Timothy J. Donahue, Senior Vice President - Finance, (215) 698-5088.

SOURCE Crown Holdings, Inc.

Timothy J. Donahue, Senior Vice President - Finance, Crown Holdings, Inc.,
+1-215-698-5088

http://www.prnewswire.com

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