PHILADELPHIA, Sept. 3 /PRNewswire-FirstCall/ -- Crown Holdings, Inc. (the "Company") (NYSE: CCK) today announced that it has commenced a tender offer (the "Offer") for any and all of the outstanding 6.250% First Priority Senior Secured Notes due 2011 (the "Notes") of Crown European Holdings SA, a subsidiary of the Company, described in the table below. The principal purpose of the Offer is to acquire the Notes in order to continue to enhance the Company's balance sheet and funding flexibility by reducing debt and freeing up first lien coverage.

The securities subject to the Offer are:

    Principal Outstanding/Securities Series:     Common Number/ISIN:
    ----------------------------------------     -------------------
    euro 460,000,000 Crown European Holdings SA  021317888; XS0213178881
     6.250% First Priority Senior Secured        019874842; XS0198748427
     Notes due September 1, 2011                 019874915; XS0198749151

The Offer is being made pursuant to the terms and conditions set forth in the Company's Offer to Purchase, dated September 3, 2009, which more fully sets forth the terms and conditions thereof. The Offer for the Notes will expire at 5:00 p.m., Central European Time (CET) (11:00 a.m., Eastern Daylight Time (EDT)), on September 11, 2009, unless extended or earlier terminated. No tender will be valid if submitted after expiration of the Offer, and tenders may be withdrawn at any time prior to expiration, but not thereafter. The Company may amend, extend or terminate the Offer in its sole discretion.

The purchase price to be paid for each euro 1,000 principal amount of the Notes purchased in the Offer will be an amount in cash equal to euro 1,045. Holders whose Notes are accepted in the Offer will also receive accrued and unpaid interest from and including the last interest payment date up to, but excluding, the settlement date, payable on the settlement date. The settlement date is anticipated to be the third business day after the expiration date, subject to the terms and conditions of the Offer.

The Offer is subject to the satisfaction or waiver of various conditions described in the Offer to Purchase, including receipt of funds. The Company intends to use its cash on hand and/or proceeds from borrowings under its existing revolving credit facility and North American securitization facility to pay the total price for the Notes in the Offer. The Offer is not contingent upon the tender of any minimum principal amount of Notes. The Company reserves the right to waive any one or more of the conditions at any time.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is made only pursuant to the Offer to Purchase and related materials. Requests for information and questions regarding the Offer should be directed to Citigroup Global Markets Inc., at +1 (212) 723-6106 or +44 207 7986 8969, or The Royal Bank of Scotland plc, at +44 (0) 20 7085 8354/4634/3781, the dealer managers for the Offer, or to Lucid Issuer Services Limited, at +44 (0) 20 7704 0880, the information and tender agent for the Offer.

Copies of the Offer to Purchase relating to the Offer are expected to be distributed to holders beginning today. Copies of the Offer to Purchase may also be obtained at no charge from Lucid Issuer Services Limited by calling the number provided above.

None of Crown Holdings, Inc., Crown European Holdings SA, the dealer managers, the information and tender agent or any of their respective affiliates makes any recommendation to any holder of Notes as to whether or not to tender any Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Any extension, amendment or termination of the Offer by the Company will be followed as promptly as practicable by announcement published by the Company through a recognized financial news service or services (such as Reuters or Bloomberg) as selected by the Company.

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, including that the Offer is subject to a number of conditions (including the availability of borrowings on terms satisfactory to the Company), and that the final terms of the Offer may vary as a result of market and other conditions, that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. There can be no assurance that the Offer will be completed on the terms described herein or at all. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption "Forward-Looking Statements" in the Company's Form 10-K Annual Report for the year ended December 31, 2008 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 subsidiaries, 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, Executive Vice President and Chief Financial Officer,
    (215) 698-5088, or
    Ed Bisno, Bisno Communications,
    (212) 717-7578.

SOURCE Crown Holdings, Inc.