exv99w3

Exhibit 99.3

Pregis Corporation
Unaudited Pro Forma Combined Condensed Financial Information

The following unaudited pro forma combined condensed financial information of Pregis Corporation (the “Company” or “Pregis”) has been prepared to illustrate the effects of the acquisition of Petroflax S.A. (“Petroflax”) on the historical financial position and results of operations of the Company. On July 4, 2007, Pregis, through its wholly owned subsidiary Pregis GmbH, entered into a sale and purchase agreement (the “Agreement”) with Mirto Trading LTD (the “Seller”) and Mr. Birliba Mihai, Ms. Olariu Angela, Mr. Mitrea Florin and Pro Logistics S.R.L. (collectively, the “Former Shareholders”) pursuant to which the Company acquired all of the outstanding share capital of Petroflax (the “Acquisition”).

The unaudited pro forma combined condensed balance sheet as of June 30, 2007 gives effect to the Acquisition as if it had occurred on June 30, 2007. The unaudited pro forma combined condensed statements of operations for the six months ended June 30, 2007 and the year ended December 31, 2006 give effect to the Acquisition as if it had occurred on January 1, 2006.

The unaudited pro forma combined condensed financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized had the Acquisition been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results. The pro forma adjustments, and the assumptions on which they are based, are described in the accompanying notes. The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that management believes are reasonable and may be revised as additional information becomes available. These pro forma adjustments do not include any cost savings from synergies or costs of integration that may occur as a result of the Acquisition.

The unaudited pro forma combined condensed financial information should be read in conjunction with 1) the Company’s audited historical consolidated financial statements as of and for the year ended December 31, 2006 included in its registration statement on Form S-4 as filed with the SEC, 2) the Company’s historical unaudited financial statements as of and for the six-months ended June 30, 2007 included in its Quarterly Report on Form 10-Q for the period ended June 30, 2007, and 3) the Petroflax financial statements included elsewhere herein.

Exhibit 99.3

Pregis Corporation
Unaudited Pro Forma Combined Condensed Balance Sheet
As of June 30, 2007
(in thousands)


	Pregis				Pro Forma
	Corporation		Petroflax		Adjustments			Pro Forma
Assets
Current assets
Cash and temporary cash investments	$	60,447	$	606	$	(12,520	) ⁽¹⁾	$	48,533
Trade and other receivables		163,552		1,708		—			165,260
Inventories		105,876		571		—			106,447
Other current assets		18,471		203		—			18,674

Total current assets		348,346		3,088		(12,520	)		338,914

Property, plant and equipment, net		264,475		3,548		(1,500	) ⁽²⁾
						1,400	⁽³⁾		267,923

Other assets
Goodwill		134,786		—		6,374	⁽³⁾		141,160
Intangible assets, net		45,141		—		1,000	⁽³⁾		46,141
Other assets		37,764		—		—			37,764

Total assets	$	830,512	$	6,636	$	(5,246	)	$	831,902


Liabilities and stockholders’ equity

Current liabilities
Current portion of long-term debt	$	2,018	$	2,805	$	(2,711	) ⁽⁴⁾	$	2,112
Accounts payable		103,846		1,015		—			104,861
Accrued expenses and other		54,416		1,028		(747	) ⁽⁴⁾		54,697

Total current liabilities		160,280		4,848		(3,458	)		161,670
Long-term debt		458,398		—		—			458,398
Deferred income taxes		36,005		—		—			36,005
Other liabilities		26,280		—		—			26,280

Total liabilities		680,963		4,848		(3,458	)		682,353
Stockholders’ equity		149,549		1,788		(1,500	) ⁽²⁾
						(288	) ⁽⁵⁾		149,549

Total liabilities and stockholders’ equity	$	830,512	$	6,636	$	(5,246	)	$	831,902

Exhibit 99.3

Pregis Corporation
Unaudited Pro Forma Combined Condensed Statement of Operations
For the Six Months Ended June 30, 2007
(in thousands)


	Pregis					Pro Forma
	Corporation			Petroflax		Adjustments			Pro Forma
Net sales	$	480,547		$	5,344	$	—		$	485,891
Operating costs and expenses:
Cost of sales, excluding depreciation and amortization		358,648			4,066		—			362,714
Selling, general and administrative		64,696			404		—			65,100
Depreciation and amortization		26,494			117		55	⁽⁶⁾		26,666

Total operating costs and expenses		449,838			4,587		55			454,480


Operating income		30,709			757		(55	)		31,411
Interest expense, net		22,689			72		(72	) ⁽⁷⁾		22,689
Foreign exchange gain		(1,722	)		—		—			(1,722	)

Income before income taxes		9,742			685		17			10,444
Income tax expense (benefit)		6,669			90		3	⁽⁸⁾		6,762

Net income	$	3,073		$	595	$	14		$	3,682

Exhibit 99.3

Pregis Corporation
Unaudited Pro Forma Combined Condensed Statement of Operations
For the Year Ended December 31, 2006
(in thousands)


	Pregis					Pro Forma
	Corporation			Petroflax		Adjustments			Pro Forma
Net sales	$	925,499		$	8,561	$	—		$	934,060
Operating costs and expenses:
Cost of sales, excluding depreciation and amortization		713,784			6,610		—			720,394
Selling, general and administrative		125,944			376		—			126,320
Depreciation and amortization		53,179			160		110	⁽⁶⁾		53,449

Total operating costs and expenses		892,907			7,146		110			900,163

Operating income		32,592			1,415		(110	)		33,897
Interest expense, net		42,289			74		(74)	⁽⁷⁾		42,289
Foreign exchange gain		(6,139	)		—		—			(6,139	)

Income (loss) before income taxes		(3,558	)		1,341		(36	)		(2,253	)
Income tax expense (benefit)		4,842			189		(6)	⁽⁸⁾		5,025

Net income (loss)	$	(8,400	)	$	1,152	$	(30	)	$	(7,278	)

Exhibit 99.3

Notes to Unaudited Pro Forma Combined Condensed Financial Statements
(amounts in thousands, unless otherwise noted)

(1)

According to the terms of the Agreement, the purchase price for all of the outstanding share capital of Petroflax was defined as €8.2 million, less indebtedness. The Agreement allows adjustments to the purchase price for Petroflax’s cash on hand at the date of acquisition, certain defined capital investments made by Petroflax, and customary working capital adjustments (which are expected to be minimal). The adjusted purchase price is calculated as follows (based on a U.S. dollar/Euro exchange rate at June 30, 2007 of 1.3535 to 1.00):


Original purchase price	$	11,082
Estimated adjustments to purchase price:
Petroflax cash on hand		606
Capital investments, as defined		426
Direct fees and expenses		406

Adjusted purchase price	$	12,520

The purchase price for the Acquisition was funded by the Company’s cash on hand. Set forth below are the estimated sources and uses of funds pertaining to the Acquisition, assuming it took place as of June 30, 2007.


Sources			Uses
Cash on hand	$	12,520	Purchase outstanding capital stock	$	8,656
			Repay Petroflax bank debt		2,711
			Repay Petroflax shareholder loan		747
			Cash to fund direct fees / expenses		406


Total sources	$	12,520	Total uses	$	12,520

(2)

Reflects the balance sheet adjustment for Petroflax assets which were not acquired by the Company. In accordance with the terms of the Agreement, certain property and equipment having a net book value of approximately $1,500 was retained by a former shareholder.

(3)

Reflects the allocation of purchase price in excess of net assets acquired, as if the Acquisition took place on June 30, 2007.


Aggregate purchase price (per (1) above)	$	12,520
Less: Net book value of assets acquired (a)		3,746

Excess		8,774
Allocable to:
Property, plant and equipment		1,400
Customer relationships		1,000

Goodwill	$	6,374

The purchase price has been allocated to net assets acquired based on preliminary valuation analyses prepared by Company management. Based on management’s current estimates, the historical value of property, plant and equipment is expected to increase by approximately $1,400 to reflect it at fair value, and a customer relationship intangible asset with a value of approximately $1,000 is expected to be established. The Company’s management believes that the historical carrying value of Petroflax’s remaining assets and liabilities is a reasonable estimate of fair value given their short-term

Exhibit 99.3

nature.

This allocation of purchase price is preliminary and may change once the Company’s management has finalized its valuation analyses.

(a)

The net book value of assets acquired has been determined as follows:


Total assets	$	6,636
Less assets not acquired (see (2) above)		(1,500	)
Less historical liabilities		(4,848	)
Add: Debt not assumed (see (1) above)		3,458

Net book value of assets acquired	$	3,746

(4)		Reflects the payment of Petroflax’s historical bank debt and shareholder loan as of the Acquisition date, per Note (1) above.

(5)		Reflects elimination of the remainder of Petroflax’s historical stockholders’ equity, after taking into account the adjustment for assets retained by a former shareholder, as outlined in Note (2) above.

(6)		Reflects adjustment to historical depreciation and amortization expense, as noted below:


	Six months ended			Year ended
	June 30, 2007			December 31, 2006
Historical depreciation on assets not acquired	$	(65	)	$	(130	)
Additional depreciation on property, plant and equipment step-up (assuming 10-year average remaining useful life)		70			140
Amortization expense on customer relationship intangible (assuming 10-year estimated life)		50			100

Net adjustment — depreciation and amortization	$	55		$	110

(7)		Reflects elimination of Petroflax’s historical interest expense, since the related debt was paid off in connection with the Acquisition.

(8)		Reflects the tax effect of the pro forma depreciation and amortization and interest expense adjustments, at the estimated statutory rate of 16%.