Ad hoc: One Equity Partners (OEP) takes over majority in Constantia Packaging AG

* OEP acquires 65.79 % of the shares in Constantia Packaging AG
from the Dutch holding company Constantia Packaging B.V. and
offers EUR 38.67 per share to outstanding shareholders

* Constantia Packaging B.V. retains a 25 % share in Constantia
Packaging AG

Today, Monday, one of OEP's (One Equity Partners) affiliates, Sulipo
Beteiligungsverwaltungs GmbH, a civil-law partnership, reached an
agreement with Constantia Packaging B.V., owned by the
Herbert-Turnauer Foundation, on the purchase of 65.79 percent of the
shares in Constantia Packaging AG. Under that agreement, OEP will
become majority shareholder and submit a voluntary take-over bid to
all independent shareholders with the objective to acquire up to 75
percent of the shares. Constantia Packaging B.V. retains a 25-percent
share in Constantia Packaging AG.

Subject to the offer documentation being approved by the Austrian
regulatory authorities, OEP's acquisition of the share majority is
accompanied, pursuant to the Austrian Takeover Act, by a voluntary
takeover bid of EUR 38.67 per share to all of Constantia Packaging
AG's independent shareholders.

OEP is financing the acquisition of a majority of shares held by
Constantia Packaging B.V. exclusively from own funds, i.e., without
borrowing any funds. The transaction is subject to a final agreement
between the parties involved in the so-called "general settlement"
concerning Constantia Privatbank / Immofinanz and Immoeast.

"Our goal is to sustainably support Duropack, Constantia Flexibles
and AMAG, three economically sound, independent Austrian companies
under the umbrella of Constantia Packaging AG, in further exploring
their international growth potential and thereby create a perspective
for employees and management as well as the added value for our
commitment," said an OEP spokesperson. "In doing so, the previous
majority shareholder retaining a share is important to us as a
positive signal to the Group's affiliates and employees. We thus
expressly count on the continuity of the Group's previous values:
decentralized entrepreneurship, focus on premium and core markets as
well as growth by selected acquisition and successful integration".

"Today's agreement between OEP and Constantia Packaging B.V. laid a
stable foundation for the future pursuit of the demonstrably
successful course of growth Constantia Packaging AG has been pursuing
over the past few years," says a spokesperson of Constantia B.V..

"With OEP, we were able to win over the international partner the
Group preferred due to the continuation model We are particularly
pleased that, in future, the previous majority shareholder,
Constantia B.V., and the individuals standing behind, it will stay
with the Group as second major shareholder. We thus offer our
customers, our suppliers, our partners and our employees the
continuity, stable shareholder structure and financial power
necessary for continued and profitable growth."

One Equity Partners (OEP) is an international investment company
focussing its transactions on the opportunities of industrial
consolidation. OEP enters into long-term partnerships with corporate
groups as well as with medium-sized companies in order to achieve
appreciation through strategic developments. Established in 2001, OEP
manages fund assets of approx. USD 8 billion exclusively for JPMorgan
Chase & Co. OEP operates its European investment business from
Frankfurt with a team of 10 management and investment experts and has
successfully accompanied the growth of numerous European companies
over the past few years.

OEP presently is, among others, majority shareholder of the German
Süd-Chemie AG, core shareholder of the MDAX company, Pfleiderer AG,
and majority shareholder of Carlson Wagonlit Travel and the Schoeller
Arca Group in the Netherlands.

The Constantia Packaging Group operates in the "aluminium",
"corrugated board" and "flexible packaging" sectors. Approximately
7,600 employees in 20 European, Asian and American countries produce
raw aluminium, semi-finished aluminium products as well as aluminium,
plastic and corrugated board packaging for the food, drinks,
pharmaceuticals, automotive and aviation industries. In 2008, the
Group achieved a sales turnover of ¤ 2.1 billion.

- End of announcement -

Contact and enquiries:

Constantia Packaging AG

Veronika Zügel
Head of Communications

Wolfgang Schwaiger
Head of Investor Relations

Hanno M. Bästlein
Chief Executive Officer

Opernring 17, A-1010 Vienna
Phone: +43 (01) 588 55-0
Fax: +43 (01) 588 55-106
E-mail: ir@constantia-packaging.com
Website: www.constantia-packaging.com

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