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Smurfit-Stone to Initiate a Cash Tender Offer
Chicago, Illinois, USA, 22 May 2006 — Smurfit-Stone Container Corporation (Nasdaq: SSCC) today announced that its wholly owned subsidiary, Smurfit-Stone Container Enterprises, Inc., intends to commence a cash tender offer for up
to USD 400 million of its outstanding senior notes.

Smurfit-Stone plans to purchase the notes with a portion of the proceeds from the previously announced sale of the consumer packaging business. The tender offer will be conditioned upon the consummation of the sale of Smurfit-Stone's consumer packaging business, the receipt by Smurfit-Stone of the requisite consents of the lenders under its credit agreement, and other general conditions in the Offer to Purchase

The tender offer will apply to any and all of Smurfit-Stone's USD 300 million aggregate principal amount of outstanding 9¼% senior notes due 2008 and a portion of its outstanding 9¾% senior notes due 2011. The aggregate principal amount of the 9¾% notes outstanding is USD 750 million. The company plans to repurchase the 2011 notes up to an amount not to exceed the lesser of (i) the maximum tender offer of USD 400 million minus the principal amount of 9¼% notes repurchased and (ii) USD 150 million.

The total consideration for each USD 1000 principal amount of 9¼% notes will be calculated based on the yield of the relevant Treasury Note plus 50 basis points according to standard market practice. The total consideration for each USD 1000 principal amount of 9¾% notes will be USD 1050.75. Holders who validly tender their notes on or prior to the early tender date will receive the total consideration. Holders who tender after the early tender date, but on or prior to the expiration date, will receive the total consideration less the early tender premium of USD 30.00 per USD 1000 principal amount of notes tendered.

For additional information regarding the tender offer, contact Morgan Stanley, the dealer manager for the tender offer, at 212-761-1864 or 800-624-1808; or D.F. King & Co., Inc., the information agent for the tender offer. Bankers and brokers call collect at 212-269-5550, others call toll free at 800-413-9633.
This announcement is not an offer to purchase or a solicitation of an offer to purchase any notes. The tender offers will be made solely by the Offer to Purchase Statement.

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