Rigrodsky & Long, P.A. Continues Its Investigation of Graham Packaging Company Inc.’s Sale to Silgan Holdings Inc. for Shar...

Rigrodsky & Long, P.A. announces that it is continuing to investigate potential claims against the board of directors of Graham Packaging Company Inc. (“Graham Packaging” or the “Company”) (NYSE: GRM) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Silgan Holdings Inc. (“Silgan”) in a transaction valued at approximately $4.1 billion, including assumed indebtedness. Click here to learn how to join the action: http://www.rigrodskylong.com/news/GrahamPackagingCompany-GRM.

Under the proposed agreement, each outstanding share of Graham Packaging common stock will be converted into the right to receive $4.75 in cash and 0.402 shares of Silgan common stock. Based on the closing price of Silgan stock as of April 12, 2011, the stock component is valued at $14.81 per share and the overall transaction is valued at approximately $19.56 per share.

The investigation concerns whether Graham Packaging’s board of directors failed to adequately shop the Company and obtain the best price possible for Graham Packaging’s shareholders before entering into the agreement with Silgan.

Indeed, at the closing of the merger, the surviving corporation will make an aggregate cash payment of $245 million pursuant to contractual change in control provisions in the Company’s income tax receivable agreements with an affiliate of The Blackstone Group L.P. (“Blackstone”) and the Graham family. Blackstone already owns approximately 61% of Graham Packaging’s outstanding stock and has three members on the Company’s Board of Directors. In addition, the Graham family owns approximately 12% of the Company’s outstanding stock. Moreover, According to Yahoo! Finance, at least one analyst has set a price target of $22.00 per share for Graham Packaging stock.

As recent as February 10, 2011, Graham Packaging announced its results the quarter and full year ended December 31, 2010 wherein the Company’s CEO, Mark Burgess, commented: “Our fourth quarter profitability exceeded our expectations[.] Our legacy business delivered a 6.4% improvement in adjusted EBITDA over the prior year as a result of operational improvements and our focus on productivity. This improvement occurred despite slightly lower volumes in our legacy business, a volume decline which was anticipated due to challenging market conditions and inventory destocking. Additionally, we are very pleased with the great progress we have made integrating Liquid Container, and expect to maximize our cost synergies.”

Mr. Burgess further commented: “We have had a terrific year at Graham that began with our IPO in February, continued with the establishment of operations in Asia and the acquisition of Liquid Container, and culminated with the delivery of solid financial results. Through improved volumes and productivity initiatives, we grew our legacy business adjusted EBITDA by 4.6%, generated strong free cash flow and strengthened our capital structure with the retirement of $222.0 million in debt. We continue to see good momentum on the technology and conversion fronts that can help us provide value added packaging solutions for our customers. While our progress to date has been gratifying, we are excited about what we can deliver in 2011.”

If you own the common stock of Graham Packaging and purchased your shares before April 13, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at [phone], or by e-mail to [e-mail].

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

Attorney advertising. Prior results do not guarantee a similar outcome.