Graham Packaging Receives Proposal for its Acquisition by Reynolds Holdings Group Limited

The definitive terms and conditions of the proposal have been fully negotiated by Reynolds and Graham.

6/16/2011 --- Graham Packaging Company Inc. announced that it has received a proposal for its acquisition by Reynolds Group Holdings Limited at a price of $25 per share in cash. Reynolds intends to fully finance the payment of the purchase price through fully negotiated financing commitments and cash on hand at Reynolds. The definitive terms and conditions of the proposal have been fully negotiated by Reynolds and Graham.

The board of directors of Graham Packaging, upon the recommendation of its special committee, after consultation with its financial advisor and outside legal counsel, has concluded that this proposal would, if consummated, constitute a superior proposal as compared to the pending transaction with Silgan Holdings Inc.. Graham Packaging has provided notice to Silgan on June 13, 2011 of the board of directors' determination and its intent to change its recommendation with respect to the pending transaction with Silgan, to terminate the merger agreement with Silgan, and to enter into a binding written definitive agreement with Reynolds after the expiration of a three business day notice period ending on and including Thursday, June 16, 2011.

Under the existing agreement with Silgan, Silgan has the right to adjust the terms of the agreement to make a responsive offer prior to the expiration of such three business day period, and the Graham Packaging board of directors may only change its recommendation for the agreement with Silgan if it determines in good faith, after consultation with its financial advisor and outside legal counsel, that the proposed transaction with Reynolds continues to constitute a superior proposal in light of any responsive offer by Silgan. Graham Packaging's board of directors has not changed its recommendation with respect to the pending transaction with Silgan.