Rank plans to create a leading global beverage packaging company, drawing of the respective strengths of both BevPack and SIG.

The Board of Directors of SIG has taken notice of Rank’s Revised Offer. The Board has further taken notice of the announcement of CVC/FERD to refrain from further increasing its CHF 400.- offer and to have already divested the majority of their SIG shares.

The Board analysed Rank’s Revised Offer Price of CHF 435.- per SIG share in cash and benchmarked it against SIG's inherent value. The Board, together with its financial adviser, came to the conclusion that Rank’s Revised Offer Price adequately reflects SIG’s inherent value based on the following facts:

- the implied transaction multiple of 16.0x EV/EBIT (based on 2006 figures) is comparable with the multiples offered in precedent transactions in the packaging sector;

- the implied transaction multiple also reflects an adequate premium to the current trading multiples of SIG's industry peers;

- Ranks’ Revised Offer Price represents a premium of 43% to SIG's last closing price (CHF 305.25), and 52% to SIG's 30-day average opening price (CHF 285.85) prior to CVC/FERD's first offer on September 25, 2006. These premia are higher than those paid in recent contested public offers in the Swiss market.

The Board regards Rank as an attractive partner for SIG SIG Holding AG. Through its investment in Carter Holt Harvey and the recent acquisition of International Paper’s Beverage Packaging division (“BevPack”), Rank has significant experience and expertise in the forest products and packaging sector. The Board supports Rank’s intention to combine the geographically complementary BevPack and SIG businesses as to create a leading global beverage packaging company, drawing of the respective strengths of both companies. A combination of BevPack’s product range in the fresh dairy and juice market and SIG’s aseptic packaging portfolio means that the combined group will offer its customers a comprehensive range of packaging solutions and provide important strategic advantages in terms of scale, market presence and global footprint. The Board is pleased with Rank’s intentions to continue to operate SIG under its current management team and to position SIG as a platform for future growth as well as to maintain SIG’s headquarters in Switzerland and to keep the SIG name and brands.

The Board has further reviewed Rank's ability to complete the proposed transaction under the terms and conditions of the offer. As outlined in its first report as of February 9, 2007, the Board maintains its view that Rank will be able to complete the offer as proposed.

Based on the considerations summarized below, the Board considers that Rank’s Revised Offer is in the best interest of all shareholders and stakeholders of SIG:

- Rank’s Revised Offer Price of CHF 435.- per share adequately reflects SIG’s inherent value;

- Rank is committed to SIG’s current strategy and intends to position SIG as platform for future growth;

- A combination of SIG and BevPack has a clear industrial logic and allows to realize important strategic advantages for the future;

- Rank intends not to significantly alter SIG’s current organisational structure;

- Rank’s Revised Offer is likely to complete, in particular after having obtained antitrust approval from the EU Commission; and

- as of today, there is no competing offer for SIG that is more attractive than Rank’s Revised Offer.

Source