RW Packaging Ltd.

RW Packaging Ltd.

December 12, 2007 17:31 ET

RW Packaging Provides Update on Its Proposed Going Private Transaction

WINNIPEG, MANITOBA--(Marketwire - Dec. 12, 2007) - RW Packaging Ltd. ("RWP") (TSX VENTURE:RWP) announced today an update on its proposed going private transaction. The going private transaction will be a two-step transaction comprised of: (i) an offer by the Corporation to repurchase for cancellation up to 1,796,846 of its common shares ("Shares") (being all of the issued and outstanding Shares of the Corporation other than those held by Mr. Henry DeRuiter, Ms. Deanne Downey and Mr. Vincent Pileggi (collectively, the "Non-Tendering Shareholders")) at a price of $0.65 per share, subject to certain conditions, through a substantial issuer bid (the "Issuer Bid"); and (ii) a subsequent consolidation of shares (the "Share Consolidation") which is intended to result in the minority shareholders (being all of the shareholders other than the Non-Tendering Shareholders and their associates) receiving, in lieu of any fractional post-consolidation Shares, a cash payment of $0.65 for every pre-consolidation Share held. The closing of the Issuer Bid will be subject to the satisfaction of certain conditions, including that the Share Consolidation has received the approval of shareholders, including on a "majority of the minority" basis (being a majority of votes cast at the meeting by shareholders of the Corporation other than the Non-Tendering Shareholders and their associates).

The special meeting (the "Special Meeting") of shareholders to consider the resolution approving the Share Consolidation will be held at 1:30 p.m. (local time) on Thursday, February 21, 2008 at Hilton Suites - Winnipeg Airport, 1800 Wellington Avenue in Winnipeg, Manitoba. January 2, 2008 is the record date for determining shareholders who are entitled to receive notice of, and to attend and vote at the Special Meeting.

The expiry date of the Issuer Bid, being the date by which shareholders must tender their shares under the bid, is expected to be February 21, 2008.

The Corporation also announced that it will mail to shareholders, in a single package, the Issuer Bid circular and the management information circular for the Special Meeting. The mailing is expected to occur on January 9, 2008.

RW is GMP licensed and ISO 9001 registered. The Company blends and packages liquid and powder private brand consumer products for major retailers and national brand marketers across North America.

Additional information relating to the Company is available online at or the Company's website at

Shares Issued 6,587,680

2007-12-11 Close $0.61

The TSX Venture Exchange has not reviewed, and does not accept responsibility for, the adequacy or accuracy of this release.

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