Crown Holdings Sets Pricing of Its Tender Offers for Any and All Outstanding Second and Third Priority Senior Secured Notes Due 2011 and 2013

PHILADELPHIA, Nov 08, 2005 /PRNewswire-FirstCall via COMTEX News Network/ -- Crown Holdings, Inc. (NYSE: CCK) set the pricing for the previously announced tender offers and consent solicitations for the $1,085,000,000 9.5% Second Priority Senior Secured Notes due March 1, 2011 (CUSIP Nos. 228344AA5, 228344AC1, F2398RAA8) (the "2011 Dollar Denominated Notes"), the Euro 285,000,000 10.25% Second Priority Senior Secured Notes due March 1, 2011 (ISIN Nos. XS0163227258, XS0176411584) (the "2011 Euro Denominated Notes") and the $725,000,000 10.875% Third Priority Senior Secured Notes due March 1, 2013 (CUSIP No. 228344AD9) (the "2013 Notes") of Crown European Holdings SA, a subsidiary of the Company (collectively, the "Notes").

The total consideration for the Notes was determined as of 2:00 P.M., New York City time, on Monday, November 7, 2005, by reference to a fixed spread of 50 basis points above the yield to maturity of the 3.375% U.S. Treasury Note due February 28, 2007, with respect to the 2011 Dollar Denominated Notes, a fixed spread of 50 basis points above the yield to maturity of the 4.0% OBL #139 due February 16, 2005, with respect to the 2011 Euro Denominated Notes and a fixed spread of 50 basis points above the yield to maturity of the 3.375% U.S. Treasury Note due February 15, 2008, with respect to the 2013 Notes.

The total consideration for each $1,000 principal amount of 2011 Dollar Denominated Notes validly tendered and accepted for payment is $1,099.97, which includes a consent payment of $20.00 per $1,000 principal amount of 2011 Dollar Denominated Notes tendered with consents on or prior to the Consent Deadline (as defined below). The total consideration for each Euro 1,000 principal amount of 2011 Euro Denominated Notes validly tendered and accepted for payment is Euro 1,138.22, which includes a consent payment of Euro 20.00 per Euro 1,000 principal amount of 2011 Euro Denominated Notes tendered with consents on or prior to the Consent Deadline. The total consideration for each $1,000 principal amount of 2013 Notes validly tendered and accepted for payment is $1,173.66, which includes a consent payment of $20.00 per $1,000 principal amount of Notes tendered with consents on or prior to the Consent Deadline. In each case, holders will receive the accrued and unpaid interest on such tendered Notes, from the last interest payment date to, but not including, the applicable settlement date, payable on the applicable settlement date. The settlement date for Notes tendered on or prior to November 17, 2005 and accepted for payment by the Company is expected to be November 18, 2005 (the "Early Settlement Date").

Holders who validly tendered before 5:00 p.m., New York City time, on October 31, 2005 (the "Consent Deadline") and who did not validly withdraw their Notes prior to the Withdrawal Deadline of 5:00 p.m., New York City time, on November 1, 2005, will be entitled to receive the total consideration described above, which includes 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 Withdrawal Deadline prior to which Notes tendered may be validly withdrawn has passed, and Notes tendered through the expiration of the tender offers and consent solicitations may not be withdrawn, except as set forth in the Statement.

The Expiration Time (as that term is defined in the Statement) for the tender offers and consent solicitations has been extended to 5:00 p.m., New York City time, on November 21, 2005.

The Depositaries have advised the Company that approximately $1,058.90 million aggregate principal amount of 2011 Dollar Denominated Notes, Euro 265.49 million aggregate principal amount of 2011 Euro Denominated Notes and $720.28 million aggregate principal amount of 2013 Notes have been tendered and not withdrawn to date. As a result of the receipt of the requisite amount of consents in connection with the Company's tender offers and consent solicitations, the Company plans to enter into a supplemental indenture that gives effect to the Proposed Amendments that release collateral securing the Notes and eliminate substantially all of the restrictive covenants, reporting requirements and certain events of default from the indentures governing the Notes.

The tender offers and consent solicitations are subject to the satisfaction or waiver of various conditions, including 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 offers and other customary conditions.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offers and consent solicitations 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.

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 and consent solicitations 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 consent solicitations 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 and consent solicitations 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, +1-215-698-5088

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