Pactiv Sells Transport Packaging Businesses

LAKE FOREST, Ill.--June 23, 2005--Pactiv Corporation (NYSE:PTV) today announced an agreement to sell substantially all of its North American and European protective and flexible packaging businesses to an affiliate of AEA Investors LLC, an international private equity firm, for approximately $530 million and the assumption of certain liabilities, or 6.8 times 2004 EBITDA.

Product lines in these businesses include air cushioning, air padded mailers, foam, Hexacomb(R) kraft honeycomb, flexible packaging, and hospital supplies.

In 2004 these businesses had sales of $838 million and operating income of $60 million excluding restructuring and other charges. The Company is retaining its European molded fiber business and Asian operations, which had been part of the Protective and Flexible segment.

“We believe Pactiv will be a stronger, more focused company with increased financial flexibility and better growth prospects as a result of this divestiture," said Richard L. Wambold, chairman and chief executive officer of Pactiv.

The transaction is expected to close in the third quarter and is subject to normal regulatory approvals and customary conditions to closing.

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