SILGAN HOLDINGS INC SLGN

election_required = True...res directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any odd lot holder wishing to tender all shares held pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal. 12 Table of Contents 2. Purpose of the Offer; Certain Effects of the Offer; Other Plans or Proposals. Purpose of the Offer Our objective is to increase shareholder value by efficiently deploying our capital. We have a variety of options available to us to deploy our capital to create shareholder value, which options are not mutually exc...

expiry = 2012-12-18...69 SHARES AT A PER SHARE PURCHASE PRICE NOT LESS THAN $40.75 PER SHARE NOR GREATER THAN $45.25 PER SHARE IN A MODIFIED DUTCH AUCTION THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON DECEMBER 18, 2012, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. THERE WILL BE NO GUARANTEED DELIVERY PROCEDURE AVAILABLE TO TENDER YOUR SHARES IN THE OFFER. Silgan Holdings Inc.: • Is offering to purchase up to 6,134,969 shares...

listed = True...1 and the considerations for conditional tenders described in Section 6) from all stockholders who properly tendered shares at or below the Selected Price, with appropriate adjustments to avoid purchases of fractional shares. Our common stock: • Is listed and traded on the NASDAQ Global Select Market System (“NASDAQ”) under the symbol “SLGN”; and • Had a closing price of $41.34 on November 16, 2012, the last full trading day before we announced the Offer. We urge you to obtain current market quotations for the shares. The low end of our price range in the Offer is below recent trading prices for our common stock. (Continued on following page) The De...

mechanism = DUTCH...HOLDINGS INC. OFFER TO PURCHASE FOR CASH SHARES OF ITS COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE OF UP TO $250 MILLION, UP TO A MAXIMUM OF 6,134,969 SHARES AT A PER SHARE PURCHASE PRICE NOT LESS THAN $40.75 PER SHARE NOR GREATER THAN $45.25 PER SHARE IN A MODIFIED DUTCH AUCTION THE OFFER, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON DECEMBER 18, 2012, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. THERE WILL BE NO GUARANTEED DELIVERY PROCEDURE AVAILABLE TO TENDER YOUR SHARES IN THE OFFER. Silgan Holdings Inc.: • Is offering to pur...

must_tender_all = True...shares conditionally tendered at or below the Selected Price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Sections 1 and 3. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? No. If you properly tender (at or below the Selected Price), and do not properly withdraw, your shares according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjectin...

price = USD 40.75-45.25...9 shares of its outstanding common stock or such lesser number of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $40.75 to $45.25 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.25 per share) within this price range at which you...

priority = True...having an aggregate value in excess of $250 million, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn on or prior to the expiration date, we will purchase shares in the following order of priority: • first, all shares owned in “odd lots” (fewer than 100 shares) that have been properly tendered at or below the Selected Price; • second, all other tendered shares tendered at or below the Selected Price on a pro rata basis, if necessary; and • third, if necessary to permit us to purchase shares having an aggregate purchase price of $250 million, such shares conditionally tendered at or belo...

threshold = 100...on, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn on or prior to the expiration date, we will purchase shares in the following order of priority: • first, all shares owned in “odd lots” (fewer than 100 shares) that have been properly tendered at or below the Selected Price; • second, all other tendered shares tendered at or below the Selected Price on a pro rata basis, if necessary; and • third, if necessary to permit us to purchase shares having an aggregate purchase price of $250 million, such shares conditionally tendered at or below the S...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d441135dex99a1a.htm OFFER TO PURCHASE DATED NOVEMBER 19, 2012 Offer to Purchase dated November 19, 2012 Table of Contents Exhibit (a)(1)(A) SILGAN HOLDINGS INC. OFFER TO PURCHASE FOR CASH SHARES OF ITS COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE OF UP TO $250 MILLION, UP TO A MAXIMUM OF 6,134,969 SHARES AT A PER SHARE PURCHASE PRICE NOT LESS THAN $40.75 PER SHARE NOR GREATE...