Kohlberg & Company to acquire Packaging Dynamics Corporation

27/02/06 Packaging Dynamics Corporation (the "Company" or "Packaging Dynamics") announced that it has entered into a definitive agreement providing for the acquisition of the Company by an affiliate of Kohlberg & Company ("Kohlberg"), a private investment firm.

Under the terms of agreement, each outstanding share of Packaging Dynamics' common stock will be acquired for $14.00 in cash by a wholly-owned subsidiary of Kohlberg affiliate Thilmany, LLC, a leading manufacturer and converter of lightweight packaging, pressure sensitive and industrial papers. The transaction is valued at approximately $268 million including the assumption or refinancing of the Company's outstanding indebtedness as of December 31, 2005.

The combined Packaging Dynamics and Thilmany business will have annual sales of approximately $750 million, making it one of the ten largest flexible packaging companies in the United States. Going forward, the parent company will operate as Packaging Dynamics and will be comprised of three business units, each of which will be a recognized leader in its respective markets:

  - BagcraftPapercon -- A leading converter of value-added food packaging products including a broad line of specialty bag, wrap and sheeted products.  Key market segments served include restaurant, foodservice distribution, supermarket, and food processor.

  - Thilmany Packaging / International Converter -- A leading producer of extrusion and adhesive laminated structures for use in retail, consumer, medical and industrial packaging applications, as well as building materials applications.

  - Thilmany Papers -- A leading manufacturer of specialty lightweight paper for packaging, pressure sensitive and technical & industrial applications.

Jack Rohrbach, Thilmany's Chairman, will become non-executive Chairman of the combined company while Frank Tannura, Packaging Dynamics' Chairman and Chief Executive Officer, will become CEO, John Zuleger, Thilmany's President and Chief Executive Officer, will become President and Chief Operating Officer, and Pat Chambliss, Packaging Dynamics' Chief Financial Officer, will continue as CFO.

The merger agreement has been approved by the company's Board of Directors. In addition, Packaging Investors, L.P. has agreed to vote its 3,985,561 shares, representing approximately 37% of the voting power of the Company, in favor of the transaction.

The transaction is expected to be completed during the second quarter of 2006, subject to various customary conditions, including approval of the transaction by the Company's stockholders, and the expiration of the applicable waiting period under the Hart-Scott-Rodino Act. The definitive agreement includes customary provisions permitting the Company's board to receive and accept an alternative proposal if that proposal is more favorable to the Company's stockholders and reasonably capable of being completed, subject to expense reimbursement and payment of a termination fee. Commitment letters have been obtained with respect to all necessary financing in connection with the transaction.

In connection with the Company's solicitation of proxies with respect to its special meeting of shareholders concerning the proposed transaction, the Company will file with the SEC, and will furnish to stockholders of the Company, a proxy statement. Stockholders are advised to read the proxy statement when it is finalized and distributed to stockholders because it will contain important information. Stockholders will be able to obtain a free-of- charge copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov/.

Deutsche Bank Securities Inc. acted as financial advisors to the Company and provided a fairness opinion. Lehman Brothers Inc. also provided a fairness opinion to the Company. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Company.