Gibraltar Packaging Group, Inc. Announces Definitive Merger Agreement

Thu Mar 13, 2008 7:37pm EDT

* Reuters is not responsible for the content in this press release.

HASTINGS, Neb.--(Business Wire)--
Gibraltar Packaging Group, Inc. (Pink Sheets: PACK) today
announced that it has entered into a definitive agreement and plan of
reorganization, merger and dissolution with Rosmar Packaging Group,
Inc., a leader in the packaging and printing industry in North
America.

   Under the terms of the agreement, a newly-formed corporation to be
owned by the current stockholders of Gibraltar will become a
wholly-owned subsidiary of Rosmar, the stockholders of such
newly-formed corporation will receive $4.25 in cash, without interest,
for each share they own at the effective time of the merger and
Gibraltar will dissolve.

   The transaction is expected to be completed during the second
quarter of this year, subject to receipt of Gibraltar stockholder
approval and Rosmar obtaining financing to complete the transaction.

   In connection with the proposed transaction, Gibraltar will mail a
proxy statement to its stockholders. Stockholders are advised to read
the proxy statement because it contains important information about
the proposed transaction.

   Duff & Phelps acted as financial advisor to the Board of Directors
of Gibraltar and has delivered a fairness opinion to the Board.
Greenberg Traurig, LLP is acting as legal advisor to Gibraltar and
Gowling Lafleur Henderson LLP and Torys LLP are acting as legal
advisors to Rosmar.

   About Gibraltar Packaging Group, Inc.

   Gibraltar Packaging Group, Inc. designs and manufactures specialty
packaging products in facilities located in Nebraska and North
Carolina, and markets these products primarily to consumers throughout
the United States. Gibraltar's products include folding cartons,
specialty laminated containers and flexible packaging for a wide
variety of businesses.

   About Rosmar Packaging Group, Inc.

   Rosmar is a Novacap II, LP portfolio company headquartered near
Montreal, Quebec. It operates plants in Baie d'Urfe (Quebec), Hamilton
(Ontario), Phoenix (Arizona) and High Point (North Carolina). Rosmar
is a leader in the packaging and printing industry in North America
and with this transaction it solidifies its business platform to
become a significant independent player in the value-added folding
carton, packaging and printing industry in the North American
marketplace. Beyond being a printer of distinction, Rosmar analyses,
designs and manufactures cardboard packaging for a wide variety of
products in industries as diverse as pharmaceutical, food and
beverage, confectionary, houseware, hardware, automotive, medical,
textile, personal care, pet products and toys.

   Cautionary Note Regarding Forward-Looking Statements

   This press release contains forward-looking statements based on
current Gibraltar management expectations. These forward-looking
statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
expressed in any forward-looking statements. These factors include,
but are not limited to, (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (2) the outcome of any legal proceedings that may be
instituted against Gibraltar and others following announcement of the
merger agreement; (3) the inability to complete the merger due to the
failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the merger; (4) the failure to obtain the
necessary debt financing arrangements set forth in the commitment
letter received by Rosmar in connection with the merger; (5) risks
that the proposed transaction disrupts current plans and operations;
(6) the ability to recognize the benefits of the merger; and (7) the
amount of the costs, fees and expenses related to the merger. Many of
the factors that will determine the outcome of the subject matter of
this press release are beyond Gibraltar's ability to control or
predict. Gibraltar undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise.

Gibraltar Packaging Group, Inc.
Brett Moller, 402-462-7510
VP Finance
or
Rosmar Packaging Group, Inc.
Domenic Mancini, 450-651-5000, ext. 238
Chairman

Copyright Business Wire 2008
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