Owens-Illinois Negotiating to Acquire BSN Glasspack

A., the second largest glass container manufacturer in Europe, from Glasspack Participations, a company controlled by investment funds advised by CVC Capital Partners Europe.Total consideration for the acquisition would be approximately 1,160 million euros (US $1,460 million)(1) in cash, including the assumption of debt.The parties expect to reach an agreement shortly. BSN will initiate consultations immediately with the appropriate employee works councils in accordance with applicable labor laws. The acquisition would be subject to regulatory approval, with the closing expected in the second quarter of 2004 assuming satisfactory completion of these steps.

BSN owns and operates 19 plants located in France, Germany, the Netherlands and Spain, principally serving the wine and spirits, other beverages including beer, and specialty food industries.

Thomas L. Young, Owens-Illinois interim co-chief executive officer and chief financial officer, said, "By combining BSN with our existing European operations, we would create Europe's largest glass container company, augmenting our existing number one positions in North America, South America and Australia. This acquisition would be a meaningful step in our strategy to focus on the competitive strengths of our global glass container businesses."

For 2003, BSN has reported preliminary unaudited net sales of approximately 1,270 million euros (US $1,598 million)(1) and recurring EBITDA of approximately 201 million euros (US $252 million)(1). Based on these results, the BSN acquisition would increase O-I's worldwide glass container sales by approximately 38 percent. The Company expects the transaction to be accretive to earnings and cash flow in the first year, before synergies.

Terry L. Wilkison, interim co-chief executive officer of the Company, said "BSN is a well-run company with strong management, excellent production facilities, a history of high-quality manufacturing and a strong customer base across Europe. Having licensed O-I technology since 1957, BSN would be an ideal addition to the O-I family."