Crown Holdings, Inc. Recommends Rejection of 'Mini-Tender' Offer from TRC Capital

Monday, June 29, 2009
Investors

PHILADELPHIA, June 29, 2009 /PRNewswire-FirstCall via COMTEX/ -- Crown Holdings, Inc. (NYSE: CCK) today said it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation, a private Canadian investment company, to purchase up to three million shares of Crown's common stock, which represents about 1.9% of Crown's outstanding common stock. Crown noted that TRC's unsolicited offer of $21.50 per share was approximately 4.75% below the $22.57 closing price of Crown stock on June 24, 2009, the day before the offer was commenced. Crown also noted that the offer is subject to numerous conditions, including receipt of financing by TRC and there being no decrease in the market price of Crown common stock.

Crown noted that it does not in any way endorse the TRC Capital Corporation offer and is in no way associated with TRC Capital Corporation, the offer or the offer documentation.

Crown strongly recommends against tendering shares in response to this unsolicited offer, for the reasons described below.

TRC Capital has made such "mini-tender" offers for the shares of other companies. These offers are devised to seek less than 5% of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements of the U.S. Securities and Exchange Commission because they are below the SEC's threshold to provide such disclosure and procedural protections for investors. The SEC has issued an investor alert regarding these "mini-tender" offers, noting that in making the offers at below-market prices, bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." Investors are urged to consult with their broker or financial advisor on such matters. This advisory may be found on the SEC web site, at https://www.sec.gov/reportspubs/investor-publications/investorpubsminit…. The Canadian Securities Administration also has issued an advisory titled "Mini-Tender Offers - Watch Out For Mini-Tender Offers at Below Price!".

Crown recommends that stockholders who have not responded to this offer do nothing. Crown stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time on July 24, 2009.

About Crown Holdings, Inc.

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, Executive Vice President and Chief Financial Officer, (215) 698-5088.

SOURCE Crown Holdings, Inc.


 
http://www.crowncork.com

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