Pactiv Agrees to Be Acquired by Reynolds Group for $6 Billion

Aug. 17, 2010 - Pactiv Corp. today announced it has entered into a definitive merger agreement to be acquired by Reynolds Group Holdings Limited in a deal 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 deal, Pactiv shareholders will receive $33.25 in cash for each share of Pactiv common stock held, representing a premium of approximately 39 percent over Pactivís closing price of $23.97 on May 14, 2010, the last trading day prior to published reports regarding a potential transaction.

According to Pactiv, 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.

Pactivís board of directors unanimously approved the merger agreement and will recommend that Pactivís common shareholders approve the transaction, the company said.

A special meeting of Pactivís 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 deal is subject to Pactivís shareholder approval, regulatory approvals, and customary closing conditions, and is targeted to occur by the end of 2010.

ďPactiv has been a leading performer in its industries since it became publicly held in 1999," said Richard L. Wambold, Pactiv's chairman and chief executive officer. "We are proud of what we have accomplished, and we are excited to join with Reynoldsí consumer and foodservice businesses to grow and add more capabilities for our customers."

About Pactiv

Pactiv 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. Pactivís Hefty® brand products include waste bags, slider storage bags, disposable tableware, and disposable cookware. Pactivís foodservice/food packaging offering is one of the broadest in the industry, including both custom and stock products in a variety of materials.

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 four primary segments: SIG, Evergreen, Reynolds Consumer, and Closure Systems International. Reynolds Group Holdings Limited is based in Chicago, Illinois.

SOURCE: Pactive Corp.

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