Crown Holdings, Inc. Recommends Rejection of 'Mini-Tender' Offer from TRC Capital

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Mon Jun 29, 2009 9:16am EDT

Crown Holdings, Inc. Recommends Rejection of 'Mini-Tender' Offer from TRC
Capital

PHILADELPHIA, June 29 /PRNewswire-FirstCall/ -- Crown Holdings, Inc. (NYSE:
CCK) today said it has been notified of an unsolicited "mini-tender" offer by
TRC Capital Corporation, a private Canadian investment company, to purchase up
to three million shares of Crown's common stock, which represents about 1.9%
of Crown's outstanding common stock.  Crown noted that TRC's unsolicited offer
of $21.50 per share was approximately 4.75% below the $22.57 closing price of
Crown stock on June 24, 2009, the day before the offer was commenced.  Crown
also noted that the offer is subject to numerous conditions, including receipt
of financing by TRC and there being no decrease in the market price of Crown
common stock.

Crown noted that it does not in any way endorse the TRC Capital Corporation
offer and is in no way associated with TRC Capital Corporation, the offer or
the offer documentation.

Crown strongly recommends against tendering shares in response to this
unsolicited offer, for the reasons described below.

TRC Capital has made such "mini-tender" offers for the shares of other
companies.  These offers are devised to seek less than 5% of a company's
outstanding shares, thereby avoiding many procedural and disclosure
requirements of the U.S. Securities and Exchange Commission because they are
below the SEC's threshold to provide such disclosure and procedural
protections for investors.  The SEC has issued an investor alert regarding
these "mini-tender" offers, noting that in making the offers at below-market
prices, bidders are "hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market price." 
Investors are urged to consult with their broker or financial advisor on such
matters.  This advisory may be found on the SEC web site, at
http://www.sec.gov/investor/pubs/minitend.htm.  The Canadian Securities
Administration also has issued an advisory titled "Mini-Tender Offers - Watch
Out For Mini-Tender Offers at Below Price!" at
www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.

Crown recommends that stockholders who have not responded to this offer do
nothing.  Crown stockholders who have already tendered are advised that they
may withdraw their shares by providing the written notice described in the TRC
Capital Corporation offering documents prior to the expiration of the offer
currently scheduled for 12:01 a.m., New York City time on July 24, 2009.  

About Crown Holdings, Inc.
Crown Holdings, Inc., through its affiliated companies, 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.


SOURCE  Crown Holdings, Inc.

Timothy J. Donahue, Executive Vice President and Chief Financial Officer of
Crown Holdings, Inc., +1-215-698-5088
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