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BCT International Announces Approval of Merger with Phoenix Group

Press release from the issuing company

FORT LAUDERDALE, Fla.--Nov. 27, 2001--BCT International, Inc., announced today that on November 26, 2001 its Board of Directors approved a definitive merger agreement pursuant to which the Company will be acquired by Phoenix Group of Florida, Inc. which is owned by William A. Wilkerson, the Company's Chairman and Chief Executive Officer. Phoenix, together with its affiliates, including Mr. Wilkerson, owns approximately 52.6% of the Company's issued and outstanding common stock. Under the merger agreement each stockholder, other than the members of the Acquisition Group, will receive in cash $1.13 per share of common stock owned. The Company entered into the merger agreement following Board of Directors approval based in part upon the unanimous recommendation of a special committee comprised of non-management directors of the Company. The special committee has received an opinion from Capitalink, L.C. that the price of $1.13 per share is fair from a financial point of view to the stockholders other than the Acquisition Group. Notwithstanding its recommendation and consistent with the terms of the merger agreement, if the special committee concludes that the failure to provide information to, or engage in discussions with any other parties interested in a possible acquisition of the Company, would be inconsistent with its fiduciary duties to the Company's stockholders, the special committee may provide information to, and engage in discussions and negotiations with such interested parties. Under specified circumstances, the Company has the right to terminate the merger agreement and to enter into an agreement with a party proposing a competing transaction. The Acquisition Group possesses sufficient voting power to approve the transaction contemplated by the merger agreement and to approve or disapprove any competing transaction approved by the special committee. Completion of the transaction is subject to customary closing conditions, including stockholder approval. The merger agreement does not include a financing contingency. Stockholder approval will be solicited by means of a proxy statement, which will be mailed by the Company to stockholders upon completion of the required Securities and Exchange Commission filing and review process.

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