WS Packaging Group, Inc. entered into an agreement to acquire Multi-Color Corporation (NasdaqGS:LABL) from Diamond Castle Holdings, LLC and its funds including Diamond Castle Partners 2014, L.P., DCP 2014 Deal Leaders Fund, L.P., Constantia Flexibles Holding GmbH and others for $1 billion on February 24, 2019. Multi-Color Corporation shareholders will receive $50 in cash for each share, restricted stock units and stock units held by them. In connection to the transaction, certain Multi-Color shareholders, specifically Constantia Flexibles Holding GmbH and Diamond Castle Partners 2014, L.P. and DCP 2014 Deal Leaders Fund, L.P. have entered into voting and support agreements. The transaction will be financed through a combination of committed equity financing provided by Platinum Capital Partners IV, L.P., as well as debt financing that has been committed to by Bank of America Merrill Lynch, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. The debt financing is of an aggregate principal amount of approximately $2.89 billion, consisting of a senior secured term loan facility in an aggregate principal amount of $1.2 billion; a senior secured revolving credit facility in an aggregate principal amount of $300 million; a senior secured bridge loan facility in an aggregate principal amount of $650 million and a senior unsecured bridge loan facility in an aggregate principal amount of $740.0 million, whereas, the cash equity investment by Platinum Fund IV is of up to $500 million. Upon the completion of the transaction, Multi-Color Corporation will become a privately held company and shares of Multi-Color Corporation common stock will no longer be listed on any public market. The merger agreement also provides for certain termination rights for both Multi-Color Corporation and WS Packaging Group, Inc. Multi-Color Corporation is obligated to pay WS Packaging Group a $36.2 million termination fee and WS Packaging Group, Inc. will be required to pay Multi-Color Corporation a termination fee of $103.3 million. The transaction is subject to Multi-Color Corporation shareholder approval, regulatory clearances, the expiration or termination of the applicable waiting period under the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of required antitrust approvals and clearances in the European Union, Mexico and South Africa and other customary closing conditions. The consummation of the merger is not subject to a financing condition. The Multi-Color Corporation Board unanimously recommended the transaction to Multi-Color Corporation's shareholders. WS Packaging Group, Inc. board has approved the transaction. As of March 26. 2019, Levi & Korsinsky, LLP announces that investigations have commenced on behalf of shareholders of Multi-Color Corporation. A special meeting of shareholders of Multi-Color Corporation will be held on May 16, 2019, wherein they shall consider and vote on proposals relating to transaction. The European Commission approved the transaction on June 12, 2019. The transaction is expected to close by third quarter of 2019. Colin Convey of Goldman Sachs & Co. LLC acted as financial advisor to Multi-Color Corporation and Beth E. Berg, Gary Gerstman, Kelly Dybala, Alan Grinceri, Matt Johnson, Karen Kazmerzak, Joe Clementz, Tiffany Chan, Sarah Iftekhar, Thomas Guzman and Ryan Halimi of Sidley Austin LLP and Michael Moeddel, Julie Muething and Mark Reuter of Keating Muething & Keating, Muething & Klekamp, PLL are also providing legal counsel to Multi-Color Corporation. Multi-Color has agreed to pay Goldman Sachs a transaction fee that, based on information available as of the date of the announcement of the merger, is estimated to be approximately $15.2 million, $1.0 million of which became payable upon execution of the merger agreement, and the remainder of which is contingent upon consummation of the merger. William Blair & Company acted as financial advisor for Multi-Color Corporation. William Blair & Company has also provided a fairness opinion to the Multi-Color Corporation Board of Directors. Pursuant to a letter agreement dated February 12, 2019, a fairness opinion fee of $1.5 million became payable to William Blair upon delivery of its fairness opinion. In addition, Multi-Color agreed to reimburse William Blair for certain of its out-of-pocket expenses reasonably incurred by it in connection with its services and to indemnify William Blair against certain potential liabilities arising out of its engagement, including certain liabilities under the U.S. federal securities laws. David I. Brown, Marc A. Grange, Elizabeth More, Faisal Amin, Monica Hernandez, Patrick Shannon, Scott Forchheimer, Lisa Watts, Matthew Conway, James Barrett, Paul Davies, Jeffrey Anderson, Kieran Dickinson, Eric Volkman, Annie Froehlich, Sarah Nappi, Elizabeth Richards, Leif Schrader, Tobias Leder, Tom Evans, Catherine Drinnan, Jeremy Trinder, Michael Beanland, Denis Criton, Matthias Rubner, Cataldo Giuseppe Piccarreta, Cesare Milani, Kenneth D. C. Chan, Matthew R. Conway, and Marc A. Granger of Latham & Watkins LLP is serving as legal counsels to Platinum Equity LLC, parent of WS Packaging Group, Inc. Cahill Gordon & Reindel LLP is serving as legal counsel to the debt financing sources. Howard Liebman and Chris Ahern of Jones Day acted as legal advisors to Platinum Equity LLC. Kingsdale Shareholder Services, U.S. LLC served as information to Multi-Color on the transaction. Multi-Color will pay Kingsdale a fee of approximately $15,000 plus reimbursement of certain specified out-of-pocket expenses. Stephen M. Kotran, Adrienne R. W. Bradley and William J. Nahill of Sullivan & Cromwell LLP is advising Goldman Sachs & Co. LLC as financial adviser to Multi-Color Corporation.