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EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE:
CONTACT: John L. Workman
Executive Vice President and
Chief Financial Officer
U.S. Can Corporation
(630) 571-2530
[email protected]
U.S. CAN CORPORATION AGREES TO RECAPITALIZATION
OAK BROOK, ILLINOIS, JUNE 1, 2000 - U.S. Can Corporation (NYSE: USC)
announced today that it has entered into a definitive agreement to effect a
recapitalization of U.S. Can in which a newly formed corporation formed by Paul
W. Jones, Chairman and Chief Executive Officer of U.S. Can, John L. Workman,
Chief Financial Officer of U.S. Can, and Berkshire Partners, the Boston-based
private equity firm, would be merged into U.S. Can. Under the terms of the
transaction, public shareholders would receive $20.00 in cash per outstanding
share of common stock. The transaction is subject to a number of conditions,
including approval of U.S. Can's shareholders, receipt of financing and receipt
of governmental approvals. Berkshire Partners LLC, Salomon Smith Barney Inc. and
Banc of America Securities LLC have committed, subject to customary conditions,
to provide equity and debt financing for the transaction. The transaction has
been approved by a special committee of independent members of the board of
directors of U.S. Can.
The $20.00 per share price represents more than a 50% premium to U.S.
Can's average closing price for the 30 days prior to the announcement of the
original proposal made on March 22, 2000. Mr. Jones said that, "Despite having
shown strong earnings growth and substantially reducing debt in 1998 and 1999,
the price to earnings multiple contraction experienced in the 'old economy'
stocks has caused our stock price to decline. This transaction is an excellent
opportunity for shareholders to receive a substantial premium for their U.S. Can
shares."
The Company also announced that its board of directors had authorized
an amendment to U.S. Can's shareholder rights plan to exempt senior managers of
the Company, Salomon Smith Barney Inc., and U.S. Can directors Ricardo Poma and
Francisco Soler, among others, from certain provisions of the shareholder rights
plan. The company also authorized some or all such persons to form arrangements
with each other regarding their possible participation in the transaction.
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U.S. Can is a leading manufacturer of steel containers for personal
care, household, automotive, paint and industrial products in the United States
and Europe, as well as plastic containers in the United States.
Berkshire Partners is a private equity firm that has been an investor
in over 60 operating companies. Through its 16-year history, Berkshire has
developed specific industry experience in several areas, including various
manufacturing sectors, transportation, telecommunications, business services,
and retailing and related services.
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www.uscanco.com
