Nov 17 (Reuters) - Sealed Air Corp ( SEE ):

* SEALED AIR TO BE ACQUIRED BY CD&R FOR $10.3 BILLION

* SEALED AIR CORP ( SEE ) - STOCKHOLDERS TO RECEIVE $42.15 PER

SHARE, 41%

PREMIUM

* SEALED AIR CORP ( SEE ) - STOCKHOLDERS TO RECEIVE $42.15 PER SHARE

IN

CASH

* SEALED AIR CORP ( SEE ) - EQUITY FINANCING FOR TRANSACTION HAS

BEEN

COMMITTED BY INVESTMENT FUNDS AFFILIATED WITH CD&R

* SEALED AIR CORP ( SEE ): CAN ACTIVELY SOLICIT ADDITIONAL

ACQUISITION

PROPOSALS FROM THIRD PARTIES DURING 30 DAYS "GO-SHOP" PERIOD

FROM SIGNING OF AGREEMENT

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