LABL Multi-Color Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

MULTI-COLOR CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 5, 2019

Dear Fellow Shareholder:

A special meeting of shareholders of Multi-Color Corporation, an Ohio corporation (“ Multi-Color ”), will be held on May 16, 2019 at 10:30 a.m. Eastern Time, at the offices of Keating Muething & Klekamp PLL, One East Fourth Street, Suite 1400, Cincinnati, Ohio 45202. The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of Multi-Color by W/S Packaging Holdings, Inc., a Delaware corporation (“ Parent ”), for $50.00 per share in cash. Parent is an affiliate of Platinum Equity, LLC, a Beverly Hills-based private equity firm. Regardless of whether you plan to attend the meeting, we encourage you to vote your shares by mail, by telephone or through the Internet following the procedures outlined below.

On February 24, 2019, Multi-Color entered into an Agreement and Plan of Merger (as may be amended from time to time, the “ merger agreement ”) with Parent and Monarch Merger Corporation, an Ohio corporation and a wholly-owned subsidiary of Parent (“ Sub ”), providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of Multi-Color by Parent at a price of $50.00 per share in cash. Subject to the terms and conditions of the merger agreement, Sub will be merged with and into Multi-Color (the “ merger ”), with Multi-Color surviving the merger as a wholly-owned subsidiary of Parent. At the special meeting, Multi-Color will ask you to adopt the merger agreement, among other proposals related to the merger.

At the effective time of the merger, each share of common stock, without par value, of Multi-Color Corporation (which we refer to as “ Multi-Color common stock ”) issued and outstanding immediately prior to the effective time (other than (i) shares held by Multi-Color shareholders who have not voted in favor of the adoption of the merger agreement and have complied with the provisions of the Ohio General Corporation Law (the “ OGCL ”) concerning the right of holders of shares to require payment of fair cash value of their shares in accordance with the provisions of Section 1701.85 of the OGCL and (ii) shares that are held in the treasury of Multi-Color or owned of record by any wholly-owned subsidiary of Multi-Color, Parent or any wholly-owned subsidiary of Parent) will be converted into the right to receive $50.00 per share in cash, without interest, less any applicable withholding taxes.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex  A to the proxy statement.

The board of directors of Multi-Color (the “ Board ”) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Board (i) adopted, approved and declared advisable the merger agreement and the consummation by Multi-Color of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by Multi-Color of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of Multi-Color and its shareholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of Multi-Color shareholders and (v) recommended that Multi-Color shareholders vote for the adoption of the merger agreement. Accordingly, the Board has unanimously recommended a vote “ FOR ” the adoption of the merger agreement.

Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to adopt the merger agreement is important, and we encourage you to vote promptly. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of shareholders entitled to exercise a majority of the voting power of the shares entitled to vote on such matter ( i.e ., the holders of a majority of the outstanding shares of Multi-Color common stock). The failure to vote will have the same effect as a vote “ AGAINST ” the adoption of the merger agreement.

After reading the accompanying proxy statement, please make sure to vote your shares promptly by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope or by voting by telephone or through the Internet by following the instructions on the accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares.

Thank you in advance for your continued support and your consideration of this matter.

Nigel Vinecombe

Executive Chairman of the Board

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement and form of proxy are first being sent to Multi-Color shareholders on April 5, 2019.

MULTI-COLOR CORPORATION

4053 Clough Woods Drive

Batavia, Ohio 45103

If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Kingsdale Shareholder Services, U.S. LLC, toll-free at 1-888-327-0825.

If you fail to return your proxy, vote by telephone or through the Internet or attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

By Order of the Board of Directors

Nigel Vinecombe

Executive Chairman of the Board

Batavia, Ohio

April 5, 2019

Please Vote—Your Vote is Important

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of Multi-Color shareholders and the merger. These questions and answers do not address all questions that may be important to you as a Multi-Color shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement. See “Where You Can Find More Information” beginning on page 117 of this proxy statement.

The receipt of cash in exchange for shares of Multi-Color common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. Please see the discussion in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 76, for a more detailed description of the U.S. federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your U.S. federal, state, local and foreign taxes.

At the special meeting, you will be asked to consider and vote on:

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The approval of the Non-Binding Compensation Advisory Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting. Although the Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on Multi-Color or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by Multi-Color shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved. Abstentions and failures to vote will have no effect on the Non-Binding Compensation Advisory Proposal as they are not considered “votes cast” with respect to the proposal.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting. Accordingly, abstentions and failures to vote will have no effect on the Adjournment Proposal as they are not considered “votes cast” with respect to the proposal. However, if a quorum is not present at the special meeting, the affirmative vote of shares representing a majority of the voting shares present in person or by proxy at the Multi-Color special meeting may adjourn the meeting to another place, date or time. In this case, abstentions and failures to vote will have the same effect as a vote “ AGAINST ” the adjournment, due to an absence of a quorum.

For a discussion of the factors that the Board considered in determining to recommend the adoption of the merger agreement, please see the section entitled “The Merger—Reasons for Recommending the Adoption of the Merger Agreement,” beginning on page 38. In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Multi-Color shareholders generally. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 65.

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All shares of Multi-Color common stock held by shareholders that are present in person, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum (other than “street name” holders of shares as described above). In the absence of a quorum, the special meeting may be adjourned to another place, date or time by the affirmative vote of shares representing a majority of the voting shares present in person or by proxy at the Multi-Color special meeting.

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If you are submitting your proxy by telephone or through the Internet, your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting.

Submitting your proxy by mail, by telephone or through the Internet will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by mail, by telephone or through the Internet even if you plan to attend the special meeting in person to ensure that your shares of Multi-Color common stock are represented at the special meeting.

If you return your signed and dated proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “ FOR ” the Merger Agreement Proposal, “ FOR ” the Non-Binding Compensation Advisory Proposal and “ FOR ” the Adjournment Proposal.

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If you have instructed a bank, broker, trust or other nominee to vote your shares, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “ FOR ” each of the proposals.

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If you are a participant and you choose to provide voting instructions, you may do so by following the procedures and instructions for Internet or telephone voting on the enclosed voting instruction form, or simply by completing, signing, dating and returning your enclosed voting instruction form by mail. The deadline for providing voting instructions for voting by the trustee of the Multi-Color 401(k) Plan is 11:59 p.m. Eastern Time on May 10, 2019 which is earlier than the deadline for returning voting instructions for shares of Multi-Color common stock that are not held through the Multi-Color 401(k) Plan.

If you do not properly instruct the trustee of the Multi-Color 401(k) Plan as to how to vote your shares held in the Multi-Color 401(k) Plan, your shares will be considered uninstructed and the Multi-Color 401(k) Plan fiduciary may vote your uninstructed shares in accordance with its fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended, if the fiduciary determines that doing so is in the best interest of plan participants and their beneficiaries.

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Kingsdale Advisors

745 Fifth Avenue, 5 ^th Floor

New York, NY 10151

Banks and Brokerage Firms Call: 416-867-2272

Shareholders Call Toll Free: 1-888-327-0825

Email: contactus@kingsdaleadvisors.com

If your shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement constitutes “forward-looking statements.” These statements include statements regarding the anticipated timing of the consummation of the merger and how Multi-Color will operate its business if the merger is not completed. The words “may,” “continue,” “estimate,” “intend,” “plan,” “seek,” “will,” “believe,” “project,” “expect,” “anticipate” and similar expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those anticipated at the date of this proxy statement. These risks and uncertainties include, but are not limited to, the following:

Any or all forward-looking statements may turn out to be wrong. Multi-Color can give no assurance that the expectations expressed or implied in the forward-looking statements contained in this proxy statement will be attained. The forward-looking statements are made as of the date of this proxy statement, and Multi-Color undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

PARTIES TO THE MERGER

Multi-Color

Multi-Color is a leader in global label solutions supporting a number of the world’s most prominent brands including leading producers of home & personal care, wine & spirits, food & beverage, healthcare and specialty consumer products. Multi-Color serves international brand owners in the North American, Latin American,

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EMEA (Europe, Middle East and Africa) and Asia Pacific regions with a comprehensive range of the latest label technologies in Pressure Sensitive, Cut and Stack, In-Mold, Shrink Sleeve, Heat Transfer, Roll Fed and Aluminum Labels.

Multi-Color became a publicly traded company in 1987. Shares of Multi-Color common stock are listed on Nasdaq and trade under the symbol “ LABL .”

Multi-Color’s principal executive offices are located at 4053 Clough Woods Drive, Batavia, Ohio 45103, and our telephone number is (513) 381-1480. Our website address is www.mcclabel.com . The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement.

Additional information about Multi-Color is contained in our public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” on page 117, for more information.

Parent

Parent is an affiliate of Platinum Fund IV. Parent provides a single source for printing, packaging and marketing products, including pressure-sensitive and extended-text labels, coupons, full body shrink labels, folded cartons, printed tape, tags, decals, flexible film, specialty packaging and custom application equipment. Parent is indirectly controlled by certain private equity investment funds advised by Platinum Equity.

Sub

Monarch Merger Corporation, an Ohio corporation, is a wholly-owned subsidiary of Parent formed on February 20, 2019, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of Multi-Color. Upon completion of the merger, Sub will merge with and into Multi-Color, and Sub will cease to exist. Sub’s principal executive offices are located at c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, California 90210.

THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held on May 16, 2019 at 10:30 a.m. Eastern Time, at the offices of Keating Muething & Klekamp PLL, One East Fourth Street, Suite 1400, Cincinnati, Ohio 45202.

Multi-Color shareholders who wish to attend the special meeting may be asked to present valid photo identification. Please note that, if you hold your shares of Multi-Color common stock in “street name,” you will need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting. Cameras, sound or video recording devices or any similar equipment, or the distribution of any printed materials, will not be permitted at the meeting without the approval of Multi-Color.

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Purpose of the Special Meeting

At the special meeting, Multi-Color’s shareholders of record will be asked to consider and vote on:

Recommendation of the Board

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Board (i) adopted, approved and declared advisable the merger agreement and the merger and the consummation by Multi-Color of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by Multi-Color of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of Multi-Color and its shareholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of Multi-Color shareholders and (v) recommended that Multi-Color shareholders vote “ FOR ” the adoption of the merger agreement. Accordingly, the Board has unanimously recommended a vote “ FOR ” the Merger Agreement Proposal.

The Board also unanimously recommends a vote “ FOR ” the approval of the Non-Binding Compensation Advisory Proposal and “ FOR ” the approval of the Adjournment Proposal.

Record Date and Quorum

Each holder of record of shares of Multi-Color common stock as of the close of business on April 3, 2019, which is the record date for the special meeting, is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of Multi-Color common stock that you owned on the record date. As of the record date, there were 20,543,253 shares of Multi-Color common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of 10,271,627 shares of Multi-Color common stock (a majority of the voting power of the shares of Multi-Color common stock issued and outstanding and entitled to vote) constitutes a quorum for the special meeting.

If you are a Multi-Color shareholder of record and you vote by mail, by telephone or through the Internet or in person at the special meeting, then your shares of Multi-Color common stock will be counted as part of the quorum. If you are a “street name” holder of shares of Multi-Color common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of Multi-Color common stock held by shareholders of record that are present in person or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned to another place, date or time by the affirmative vote of the holders of a majority of the voting shares present in person or by proxy at the meeting.

Vote Required for Approval; Abstentions

Merger Agreement Proposal.   The adoption of the merger agreement requires the affirmative vote of shareholders entitled to exercise a majority of the voting power of the shares entitled to vote on such matter ( i.e .,

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the holders of a majority of the outstanding shares of Multi-Color common stock). Abstentions from voting and failures to vote will have the same effect as a vote “ AGAINST ” the Merger Agreement Proposal.

Non-Binding Compensation Advisory Proposal.   The approval of the Non-Binding Compensation Advisory Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting. The vote is advisory only and, therefore, is not binding on Multi-Color or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by Multi-Color shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved. Abstentions from voting and failures to vote will have no effect on the Non-Binding Compensation Advisory Proposal.

Adjournment Proposal.   The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting, provided a quorum is present. Consequently, abstentions from voting and failures to vote will have no effect on the proposal. However, if a quorum is not present at the special meeting, the affirmative vote of the holders of a majority of the voting shares present in person or by proxy at the Multi-Color special meeting may adjourn the meeting to another place, date or time. In this case, abstentions and failures to vote will have the same effect as a vote “ AGAINST ” the proposal to adjourn the special meeting due to an absence of a quorum.

Effect of Broker Non-Votes

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if your shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your shares of Multi-Color common stock on any of the proposals, and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the adoption of the merger agreement requires the affirmative vote of shareholders entitled to exercise a majority of the voting power of the shares entitled to vote on such matter ( i.e ., the holders of a majority of the outstanding shares of Multi-Color common stock), the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “ AGAINST ” the Merger Agreement Proposal. Because the approval of each of the Non-Binding Compensation Advisory Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting, and because banks, brokers, trusts or other nominees do not have discretionary authority to vote on either proposal, the failure to provide banks, brokers, trusts or other nominees with voting instructions will have no effect on approval of either such proposal.

How to Vote

Shareholders of record have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the Internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on the day before the special meeting.

If you submit your proxy by mail, by telephone or through the Internet voting procedures, but do not include “ FOR ,” “ AGAINST ” or “ ABSTAIN ” on a proposal to be voted, your shares of Multi-Color common stock will be voted in favor of that proposal. If you indicate “ ABSTAIN ” on the Merger Agreement Proposal, it will have the same effect as a vote “ AGAINST ” that proposal. If you indicate “ ABSTAIN ” on the Non-Binding Compensatory Advisory Proposal or the Adjournment Proposal, it will have no effect on the proposal. If you

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wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Multi-Color common stock, your bank, broker, trust or other nominee will not be able to vote your shares on any of the proposals.

If you wish to vote in person at the special meeting and your shares are held in the name of a bank, broker, trust or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker, trust or other holder of record authorizing you to vote at the special meeting.

If you do not submit a proxy or otherwise fail to vote your shares of Multi-Color common stock in any of the ways described above, it will have the same effect as a vote “ AGAINST ” the Merger Agreement Proposal, but will have no effect on approval of the Non-Binding Compensation Advisory Proposal or the Adjournment Proposal.

If you have any questions about how to vote or direct a vote in respect of your shares of Multi-Color common stock, you may contact our proxy solicitor, Kingsdale Shareholder Services, U.S. LLC, toll-free at 1-888-327-0825.

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares of Multi-Color common stock will be mailed to shareholders if the merger is completed.

Revocation of Proxies

Any proxy given by a Multi-Color shareholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of Multi-Color common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time, if necessary or appropriate, to solicit additional proxies in favor of the adoption of the merger agreement. Your shares will be voted on the Adjournment Proposal in accordance with the instructions indicated in your proxy or, if no instructions are provided, “ FOR ” the Adjournment Proposal.

If a quorum is present at the special meeting, the special meeting may be adjourned if the Adjournment Proposal receives the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting. If a quorum is not present at the special meeting, the affirmative vote of the holders of a majority of the voting shares present in person or by proxy at the Multi-Color special meeting may adjourn the meeting to another

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place, date or time. In either case, the adjourned meeting may take place without further notice other than by an announcement made at the special meeting. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are insufficient votes at the time of the special meeting to adopt the merger agreement, then Multi-Color may seek to adjourn the special meeting. Under the merger agreement, Multi-Color may adjourn, recess or postpone the special meeting and may change the record date in connection with such postponement, solely (i) after consulting with Parent, to the extent necessary, in the good faith judgment of the Board or (ii) if as of the time for which the special meeting is originally scheduled (as set forth in this proxy statement) there are insufficient shares of Multi-Color common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting or to the extent that at such time Multi-Color has not received proxies sufficient to allow the receipt of the Multi-Color shareholder approval at the special meeting.

Solicitation of Proxies

Multi-Color is soliciting the enclosed proxy card on behalf of the Board, and Multi-Color will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, Multi-Color and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

Multi-Color has retained Kingsdale to assist in the solicitation process. Multi-Color will pay Kingsdale a fee of approximately $15,000 plus reimbursement of certain specified out-of-pocket expenses. Multi-Color also has agreed to indemnify Kingsdale against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Multi-Color will ask banks, brokers, trusts and other nominees to forward Multi-Color’s proxy solicitation materials to the beneficial owners of shares of Multi-Color common stock held of record by such banks, brokers, trusts or other nominees. Multi-Color will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Participants in the Multi-Color 401(k) Plan

If you are a participant in the Multi-Color 401(k) Plan and have shares of Multi-Color common stock allocated to your plan account, you are entitled to provide voting instructions with respect to those shares allocated to your plan account. The trustee of the Multi-Color 401(k) Plan will vote the shares of common stock allocated to your plan account in accordance with your instructions, if timely received. Your voting instructions will be kept confidential except to the extent necessary to comply with applicable law.

If you are a participant and you choose to provide voting instructions, you may do so by following the procedures and instructions for Internet or telephone voting on the enclosed voting instruction form, or simply by completing, signing, dating and returning your enclosed voting instruction form by mail. The deadline for providing voting instructions for voting by the trustee of the Multi-Color 401(k) Plan is 11:59 p.m. Eastern Time on May 10, 2019, which is earlier than the deadline for returning voting instructions for shares of Multi-Color common stock that are not held through the Multi-Color 401(k) Plan.

If you do not properly instruct the trustee of the Multi-Color 401(k) Plan as to how to vote your shares held in the Multi-Color 401(k) Plan, your shares will be considered uninstructed and the Multi-Color 401(k) Plan fiduciary may vote your uninstructed shares in accordance with its fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended, if the fiduciary determines that doing so is in the best interest of plan participants and their beneficiaries.

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Shareholder List

A list of Multi-Color shareholders entitled to vote at the special meeting will be available for examination by any Multi-Color shareholder at the special meeting.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy
card(s), please call our proxy solicitor, Kingsdale Shareholder Services, U.S. LLC, toll-free at 1-888-327-0825.

that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 71 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

The Board unanimously recommends that Multi-Color shareholders vote “ FOR ” the approval of the Non-Binding Compensation Advisory Proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Multi-Color common stock represented by such proxy card will be voted “ FOR ” the approval of the Non-Binding Compensation Advisory Proposal.

The approval of the Non-Binding Compensation Advisory Proposal requires the affirmative vote of a majority of the votes cast on such matter at the Multi-Color special meeting. The vote is advisory only and, therefore, not binding on Multi-Color or Parent or any of their respective subsidiaries, and, if the merger agreement is adopted by Multi-Color’s shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if the Non-Binding Compensation Advisory Proposal is not approved.

who have not voted in favor of the merger agreement and have complied with provisions of the OGCL concerning the right of holders of shares to require payment of fair cash value of their shares in accordance with the provisions of Section 1701.85 of the OGCL and (ii) shares that are held in the treasury of Multi-Color or owned of record by any wholly-owned subsidiary of Multi-Color, Parent or any wholly-owned subsidiary of Parent) will be converted into the right to receive $50.00 per share in cash, without interest, less any applicable withholding taxes.

Following the completion of the merger, Multi-Color will cease to be a publicly traded company and will become a wholly-owned subsidiary of Parent.

Background of the Merger

As part of Multi-Color’s strategic planning process, the Board regularly reviews, together with Multi-Color’s senior management team, Multi-Color’s near-term and long-term strategy, performance, positioning and operating prospects with a view toward enhancing shareholder value. In addition, the Board and management actively monitor and assess industry trends, Multi-Color’s short- and long-term performance, Multi-Color’s share price performance and potential strategic and financial initiatives. The Board and management also periodically discuss potential challenges that Multi-Color faces in executing its strategic plan.

At a regular meeting of the Board on November 6-7, 2018, the Board reviewed and discussed Multi-Color’s strategic plan and strategic direction. In connection with this discussion, the Board provided feedback with respect to the fiscal 2020-2022 strategic plan prepared by Multi-Color management. Also, in connection with this discussion, the Board invited to the meeting a representative of an investment banking firm who was familiar with Multi-Color, and at the meeting, such representative discussed with the Board various strategic and financial alternatives, primarily focusing on maintaining the status quo, a potential sale of Multi-Color (which we refer to as the “ Potential Transaction ”) and a potential strategic merger. The representative provided valuation perspectives and views on potential acquirers and merger candidates.

As a result of this discussion, the Board determined to interview counsel and financial advisors to retain in connection with a review of potential strategic alternatives, including the Potential Transaction.

On November 13, 2018, Multi-Color engaged Sidley Austin LLP (which we refer to as “ Sidley Austin ”) to act as legal counsel in connection with a review of potential strategic alternatives, including the Potential Transaction.

On November 15 and 16, 2018, certain members of the Board and Sharon E. Birkett, Multi-Color’s Secretary, Vice President and Chief Financial Officer, met with representatives of Goldman Sachs and representatives of another investment banking firm, each of which firms had been selected by the Board based on their industry expertise and reputation. During these meetings, the representatives of Goldman Sachs and the other investment banking firm offered preliminary views on valuation and potential acquirers, including both financial sponsors and strategic parties, and strategic merger candidates.

On November 16, 2018, the Board held a telephonic meeting regarding the potential engagement of a financial advisor in connection with a review of potential strategic alternatives, including the Potential Transaction. Also in attendance were Ms. Birkett and representatives of Sidley Austin. The Sidley Austin representatives noted that, in responses to various questions relating to potential conflicts of interest, each of the potential financial advisors had relationships with Wendel Investissement (which we refer to as “ Wendel ”), the ultimate parent of Constantia Flexibles GmbH, which beneficially owns approximately 16.5% of the outstanding shares of Multi-Color common stock, as well as with certain of the potential bidders, including financial sponsors, who were anticipated to be contacted in connection with the Potential Transaction. After discussion, the Board determined that the relationships would not limit Goldman Sachs’ ability to serve as an independent financial advisor to Multi-Color and to move forward with the process to engage Goldman Sachs, with the expectation that representatives of Goldman Sachs would begin contacting potential bidders. Nigel A. Vinecombe, Executive

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Chairman of Multi-Color, indicated that management would work on five-year financial projections and review those projections with the Board at a subsequent Board meeting. The Board also determined to form a working group (which we refer to as the “ Transaction Working Group ”), comprised of Ari Benacerraf, Robert Buck, Bob Kuhn, Roland Lienau and Mr. Vinecombe, to act as a resource for management with respect to the Potential Transaction.

Following the November 16, 2018 Board meeting, Multi-Color negotiated the terms of an engagement letter with Goldman Sachs pursuant to which Goldman Sachs would serve as financial advisor to Multi-Color.

On November 21, 2018, as authorized by Multi-Color, representatives of Goldman Sachs began contacting, on a no-names basis, the potential bidders previously reviewed by the Board. Also on November 21, 2018, Goldman Sachs provided a letter to Multi-Color that both disclosed certain relationships between Goldman Sachs and certain potential bidders, Wendel and Diamond Castle, which beneficially owns approximately 12.2 % of the outstanding shares of Multi-Color common stock, and confirmed that nothing (including the relationships disclosed in such letter) would limit Goldman Sachs’ ability to fulfill its potential responsibilities as financial advisor to Multi-Color in connection with a contemplated engagement of Goldman Sachs as financial advisor in connection with the Potential Transaction.

At a telephonic meeting of the Board on November 26, 2018, representatives of Sidley Austin discussed with the Board its fiduciary duties in connection with the Potential Transaction. Representatives of Goldman Sachs and Ms. Birkett were also present. During the meeting, the Board approved the engagement of Goldman Sachs as the financial advisor to Multi-Color in connection with the Potential Transaction. Mr. Vinecombe then discussed the financial projections for fiscal years 2019 through 2024 that had been prepared by management incorporating the feedback from the November 6-7, 2018 Board meeting and reflecting discussions with Multi-Color’s largest customer that had taken place since that Board meeting (such projections for Multi-Color’s fiscal years 2019 through 2024, including a base case and an acquisition case, the “ November Financial Projections ”). The Board then accepted the November Financial Projections, with a request to include a separate line item for interest, and authorized management to provide the November Financial Projections to Goldman Sachs and, as appropriate, to potential bidders. During the meeting, representatives of Goldman Sachs informed the Board that they had contacted ten potential bidders, nine of which had indicated interest in receiving marketing materials. The Board discussed whether representatives of Goldman Sachs should contact any other potential bidders, including both strategic parties and financial sponsors. After such discussion, it was the view of the Board that any strategic party that was unaffiliated with a financial sponsor likely would not be willing to pay a price competitive with other potential bidders and including strategic parties in the process would potentially be commercially disruptive to the business. The Board directed representatives of Goldman Sachs to contact two additional potential bidders, which were both financial investors.

Following the November 26, 2018 Board meeting and at the direction of the Board, representatives of Goldman Sachs contacted the two additional potential bidders, one of which subsequently indicated interest in receiving marketing materials.

On November 27, 2018, Multi-Color entered into the engagement letter with Goldman Sachs.

Between November 27, 2018 and December 7, 2018, representatives of Sidley Austin negotiated the terms of confidentiality agreements with potential bidders.

During the week of December 3, 2018, ten of the 12 potential bidders that had been contacted by representatives of Goldman Sachs entered into confidentiality agreements, including, on December 5, 2018, Platinum Equity.

On December 7-8, 2018, at the direction of the Board, representatives of Goldman Sachs distributed initial marketing materials, including a management presentation that contained general background and confidential non-public business and financial information (including the November Financial Projections), to each of the ten

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potential bidders who had entered into confidentiality agreements with Multi-Color. In connection therewith, at the direction of the Board, representatives of Goldman Sachs sent each of the ten potential bidders a process letter requesting the submission by December 20, 2018 of written preliminary indications of interest to acquire Multi-Color.

On December 10, 2018, the Transaction Working Group held a telephonic meeting. Ms. Birkett was also present. During this meeting, Mr. Vinecombe provided a status update.

From December 10, 2018 through December 14, 2018, Multi-Color management held telephonic meetings with each of the ten potential bidders to discuss the management presentation. Representatives of Goldman Sachs participated in these calls.

On December 18, 2018, the Transaction Working Group held a telephonic meeting. Also present were Ms. Birkett and representatives of Sidley Austin. During this meeting, Mr. Vinecombe provided an update regarding the telephonic meetings with the potential bidders. Mr. Vinecombe also explained that, primarily due to the October and November 2018 results and the impact of recent contract negotiations with Multi-Color’s largest customer, management would be revising the November Financial Projections.

Prior to the December 21, 2018 Board meeting, representatives of Goldman Sachs received first-round non-binding written indications of interest (which we refer to as the “ Initial IOIs ”) from five of the potential bidders: Platinum Equity, two financial sponsors with a portfolio company in Multi-Color’s industry (which we refer to as “ Party A ” and “ Party B ,” respectively) and two other financial sponsors (which we refer to as “ Party C ” and “ Party D ,” respectively). Each of the Initial IOIs contemplated an acquisition of 100% of the outstanding common stock of Multi-Color. Platinum Equity submitted the highest offer price at a range of $54-$57. Party A, Party B, Party C and Party D submitted offer prices of $47.50, $49-$53, $45-$50 and $40-$43, respectively. The Initial IOI provided by Party D also proposed an alternative transaction structured as a minority investment by Party D in Multi-Color via a $300 million to $350 million investment in preferred stock convertible into shares of common stock at a price range of $46-$50. All of the Initial IOIs were based on the November Financial Projections.

On December 21, 2018, the Board held a telephonic meeting to, among other things, discuss the Initial IOIs. Representatives of Goldman Sachs and Sidley Austin were also present. During the meeting, a representative of Goldman Sachs noted that, over the preceding five days, representatives of Goldman Sachs had received unsolicited inbound inquiries regarding Multi-Color from four additional financial sponsors, including one financial sponsor (which we refer to as “ Party E ”) with a portfolio company in Multi-Color’s industry. Party E had not initially been contacted because it was unclear if the fund structure and size would have been sufficient to acquire Multi-Color, but in its inquiry, Party E had indicated that one of its affiliates might be interested in facilitating a Potential Transaction. The Board discussed potential outreach to additional potential bidders, both strategic parties and financial sponsors, including the potential benefits and drawbacks of such outreach, and, after discussion, the Board directed representatives of Goldman Sachs to contact Party E regarding the Potential Transaction because Party E appeared to have access to sufficient funds and, unlike the other parties that had made inbound inquiries regarding Multi-Color, Party E had a portfolio company in Multi-Color’s industry. The Board determined not to contact any other parties at that time.

During the meeting, management discussed with the Board the Base Case Projections (as defined in the section entitled “Forward-Looking Financial Information”), an acquisition case based thereon and additional forward-looking information reflecting estimated take-private savings (which we refer to, collectively, as the “ Financial Projections ,” as further described in the section entitled “—Forward-Looking Financial Information” beginning on page 43), explaining the key differences between the November Financial Projections and the lower Financial Projections, including actual results for the months of October and November 2018, the impact of recent contract negotiations with Multi-Color’s largest customer, updated foreign exchange rates and various other adjustments. The Board accepted the Financial Projections and authorized management to provide the Financial Projections to Goldman Sachs, the bidders invited to submit revised indications of interest and Party E.

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Also, during the meeting, the Board provided guidance as to the parties to remain in the process, which parties would not include the party that had submitted the lowest bid, Party D. The Board also directed representatives of Goldman Sachs to engage with Party E with a view to providing a confidential information memorandum containing the Financial Projections. The Board also authorized representatives of Goldman Sachs to open the virtual data room to the bidders, and the Board directed representatives of Goldman Sachs to obtain feedback from these bidders, including updated bids, following their receipt of the Financial Projections.

During the week of December 26, 2018, at the direction of the Board, representatives of Goldman Sachs communicated to Platinum Equity, Party A, Party B and Party C (collectively, the “ Remaining Bidders ”) a deadline of January 7, 2019 for revised indications of interest reflecting the Financial Projections.

On December 28, 2018, Goldman Sachs opened the virtual data room, and Multi-Color provided the Financial Projections, to the Remaining Bidders.

During the week of December 31, 2018, Multi-Color management held calls with each of the Remaining Bidders to discuss the Financial Projections and the bridge to the November Financial Projections.

On December 31, 2018, Multi-Color entered into a confidentiality agreement with Party E, and representatives of Goldman Sachs provided a confidential information memorandum containing the Financial Projections to Party E. Representatives of Goldman Sachs also communicated to Party E a requirement to submit a written non-binding indication of interest by January 7, 2019.

On January 7, 2019, representatives of Goldman Sachs received revised written non-binding indications of interest from each of the Remaining Bidders (which we refer to as the “ Revised IOIs ”). Platinum Equity’s Revised IOI reflected a price range of $45-$48 per share; Party A’s Revised IOI reflected a price of $40 per share; Party B’s Revised IOI reflected a price range of $39-$43 per share; and Party C’s Revised IOI reflected a price range of $40-$44 per share. Each of the Revised IOIs reflected a decrease as compared to the Initial IOIs in light of the Financial Projections. Party E did not submit any written indication of interest.

On January 8, 2019, the Board held a telephonic meeting of the Board to, among other things, discuss the Revised IOIs. Also present were representatives of Goldman Sachs and Sidley Austin. During the meeting, the Board discussed each of the Revised IOIs and the potential benefits and downsides of contacting any additional financial sponsors or strategic parties in connection with the strategic process, and the consensus of the Board was not to invite any other parties into the process. At the meeting, a representative of Goldman Sachs discussed with the Board its preliminary financial analysis of Multi-Color. The Board also discussed other potential strategic alternatives as well as the risks inherent to achieving the results contemplated by Multi-Color’s fiscal 2019 and fiscal 2020 forecasts. During the meeting, the Board determined to direct representatives of Goldman Sachs (1) to provide feedback to each of the bidders on its Revised IOI and solicit bid increases and (2) to maintain at least two bidders working toward final bids. The Board also determined to continue to consider alternatives to a Potential Transaction. Representatives of Sidley Austin then discussed with the Board the proposed auction draft of the merger agreement, which reflected management’s and Multi-Color’s advisors’ recommendations as to deal protections and various other terms. The Board noted that representatives of Goldman Sachs had contacted all parties Multi-Color would contact if the merger agreement contained a go-shop provision (other than one strategic party that, based on prior interactions, the Board believed was unlikely to be interested in acquiring Multi-Color), and the Board concurred with the recommendation to include a no-shop provision with a “fiduciary out,” a termination fee of 1.75% of the equity value of Multi-Color and a reverse termination fee of 10.0% of the equity value of Multi-Color.

Following the January 8, 2019 Board meeting, at the direction of the Board, representatives of Goldman Sachs contacted each of the bidders that had submitted a Revised IOI.

Following those discussions, Party C indicated that it was unlikely to offer a price above the range it had provided in its Revised IOI. As a result, only three bidders remained in the process, Platinum Equity, Party B and

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a joint bidding team consisting of Party A and another financial sponsor contacted by Party A with Multi-Color’s permission (which we refer to as “ Party F ,” and together with Party A, “ Bidder X ”). Party F entered into a confidentiality agreement with Multi-Color on January 11, 2019.

On January 14, 2019, the Transaction Working Group held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. During the call, the representatives of Goldman Sachs provided a process update, explaining that management presentations were to take place the week of January 14, 2019 and that it had been communicated to the three remaining bidders that, based on feedback following the management presentations, only two of the remaining bidders would be selected to proceed with detailed due diligence.

From January 14 to January 16, 2019, Multi-Color held management presentations with each of Bidder X, Platinum Equity and Party B in Cincinnati, Ohio.

Following these meetings, at the direction of the Board, representatives of Goldman Sachs contacted Platinum Equity to obtain a reaffirmation of value and contacted each of Bidder X and Party B to indicate that it needed to increase its bid. During these conversations, Bidder X indicated that it would be willing to undertake continued work with an understanding of the need to submit a bid above the price provided in Party A’s Revised LOI, and Party B indicated that it believed that it would not be able to increase its bid above the range provided in its Revised IOI. As a result, it was agreed that Party B would no longer remain in the process and thus would no longer have access to the virtual data room.

On January 15, 2019, at the direction of the Board, representatives of Goldman Sachs sent Platinum Equity a process letter, which called for the submission of markups of the draft merger agreement and guaranty on February 1, 2019 and the submission of final bids, including financing commitments, on February 7, 2019.

On January 18, 2019, representatives of Goldman Sachs provided Platinum Equity and Bidder X with the auction draft merger agreement and form of guaranty. The same day, representatives of Goldman Sachs sent Bidder X a process letter, which called for the submission of markups of the draft merger agreement and guaranty on February 1, 2019 and the submission of final bids, including financing commitments, on February 7, 2019.

On January 21, 2019, the Transaction Working Group held a telephonic meeting in which Ms. Birkett and representatives of Goldman Sachs and Sidley Austin participated. During the meeting, the representatives of Goldman Sachs provided an update with respect to discussions with Bidder X, Platinum Equity and Party B and the financing efforts of Bidder X and Platinum Equity.

Beginning the week of January 21, 2019, both Platinum Equity and Bidder X conducted extensive due diligence, including site visits and calls with Multi-Color management.

After the close of market trading on January 22, 2019, Bloomberg published an article reporting that Multi-Color was working with financial advisors to seek a buyer and had received interest from private equity firms.

On January 24, 2019, Multi-Color signed a Clean Team Agreement with Platinum Equity that provided certain Platinum Equity representatives with access to certain competitively sensitive information.

On January 25, 2019, Multi-Color signed a Clean Team Agreement with Bidder X that provided certain Bidder X representatives with access to certain competitively sensitive information.

On January 28, 2019, the Board held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. During the meeting, representatives of Goldman Sachs provided an update with respect to the process and the remaining bidders’ due diligence efforts. In addition, the Board considered that Multi-Color’s stock price likely reflected market speculation regarding a possible sale following the

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January 22, 2019 Bloomberg article, but Multi-Color’s stock price likely did not reflect Multi-Color’s third quarter and expected full-year earnings, which would be significantly below market expectations. Representatives of Goldman Sachs updated the Board on due diligence and site visits being conducted by Platinum Equity and Bidder X.

On February 1, 2019, each of Platinum Equity and Bidder X provided a markup of the auction draft merger agreement contemplating, among other things, the execution and delivery of voting and support agreements by certain shareholders of Multi-Color, including Diamond Castle and Constantia.

On February 4, 2019, the Board held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. At the meeting, the Sidley Austin representatives indicated that representatives of Goldman Sachs had prepared an update to its November 21, 2018 conflicts disclosure letter to provide more detailed information regarding Goldman Sachs’ relationship with the remaining bidders, and the Board determined to discuss the update at the February 7, 2019 Board meeting. Also during the meeting, a representative of Goldman Sachs informed the Board that representatives from Platinum Equity and Bidder X had indicated that they would likely be unable to finalize due diligence and consequently be unlikely to obtain financing commitments prior to the February 7, 2019 deadline that had been communicated for final bids. A Sidley Austin representative then referred the Board to the summary of key merger agreement issues reflected in the markups of the auction draft merger agreement provided by each of Platinum Equity and Bidder X, noting that both markups contemplated the delivery of voting and support agreements by certain Multi-Color shareholders. After discussion, the Board directed representatives of Goldman Sachs to convey to Platinum Equity and Bidder X the message to provide updated markups of the draft merger agreement along with draft financing commitment papers, draft guaranties and draft voting agreements in advance of the Board’s next meeting on February 7, 2019.

On February 4, 2019, Latham & Watkins LLP (which we refer to as “ Latham ”), legal counsel to Platinum Equity, provided representatives of Goldman Sachs with a markup of the guaranty and a draft of the equity commitment letter, and counsel to Bidder X provided Sidley Austin with a markup of the guaranty.

On February 5, 2019, Multi-Color provided a revised draft of the merger agreement to Platinum Equity and Bidder X and discussed the revised draft with each of Latham and legal counsel to Bidder X.

On February 6, 2019, Sidley Austin provided a draft form of voting agreement to Latham and counsel to Bidder X, and Sidley Austin sent Latham a revised draft of the guaranty.

On February 7, 2019, Platinum Equity submitted a bid package, reflecting a price of $47.50 per share and including markups of the merger agreement, guaranty and voting agreement and a draft debt commitment letter. The merger agreement mark-up contemplated a termination fee of 4.5% of the equity value of Multi-Color and a reverse termination fee of 10.0% of the equity value of Multi-Color. The bid package indicated that the signed debt commitment papers would be delivered later that afternoon and also noted the key outstanding diligence items. The bid package also indicated that at the Board’s sole discretion, and subject to reaching acceptable terms, and, if necessary, compliance with the OGCL, Platinum Equity was willing to consider allowing all of the qualified institutional buyer “QIB” holders of Multi-Color common stock, subject to an unspecified cap, to roll over their shares in Multi-Color into an interest in Platinum Equity’s holding company for the investment. The bid letter noted that there had been no discussions with any of the shareholders of Multi-Color with respect to any potential rollover and that there were no agreements in place on the matter.

Later that day, the Board held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. During the meeting, representatives of Goldman Sachs updated the Board regarding discussions with Platinum Equity and Bidder X that had taken place since the February 4, 2019 Board meeting, and the representatives of Goldman Sachs noted that Bidder X had not submitted any bid materials and that representatives of Bidder X had indicated that Bidder X was uncertain as to whether it would be able to

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provide a final bid and would not be able to make such a determination until the week of February 11, 2019. A representative of Goldman Sachs provided an overview of the bid package submitted by Platinum Equity and noted that Platinum Equity indicated that it likely needed another one or two weeks to complete its diligence prior to the execution of a definitive merger agreement. After representatives of Goldman Sachs departed the meeting, Sidley Austin then provided the Board with an overview of the updated relationships disclosure letter dated as of January 31, 2019, a draft of which had been provided to the Board, that disclosed, among other things, certain relationships between Goldman Sachs and Party A, Party F and Platinum Equity and their respective affiliates and portfolio companies. The Board discussed that it was aware from the outset that Goldman Sachs had relationships with certain potential bidders, including certain private equity firms, and, in fact, that those relationships were a benefit of having Goldman Sachs as Multi-Color’s financial advisor. The Board determined that Goldman Sachs’ relationships with Party A, Party F and Platinum Equity would not impact Goldman Sachs’ ability to act as an independent financial advisor to Multi-Color. However, the Board determined that, out of an abundance of caution, it would be beneficial to have an additional financial advisor evaluate the fairness of the proposed consideration to be paid to Multi-Color shareholders in a Potential Transaction. Accordingly, the Board directed representatives of Sidley Austin to contact two investment firms identified by the Board as having packaging sector expertise, including William Blair, and with a view to engaging a firm that had received no (or minimal) fees from Party A, Party F or Platinum Equity over the prior two-year period.

The Board then determined to direct representatives of Goldman Sachs to contact Platinum Equity representatives and indicate that Platinum Equity needed to increase its bid materially and that if it increased its bid materially and agreed to certain key contract points identified by Sidley Austin representatives, the Board would cease discussions with Bidder X for one week. The Board determined not to pursue a potential rollover, given that a rollover would result in disparate treatment of Multi-Color’s shareholders and that a valuation of Platinum Equity’s portfolio company that was going to be merged with Multi-Color if a transaction was completed would likely take considerable time.

Finally, the Board discussed Multi-Color’s third quarter earnings release and agreed with management’s recommendation to include a statement in the release regarding Multi-Color’s exploration of strategic alternatives.

Later that day, Platinum Equity provided an executed debt commitment letter from Bank of America, Merrill Lynch (which we refer to as “ BAML ”).

On February 8, 2019, at the direction of the Board, a representative of Goldman Sachs indicated to a Platinum Equity representative that the full Board would likely support a bid price of $52.00 per share but that it was uncertain whether the full Board would support a price below $52.00. He also conveyed Multi-Color’s position on key contract points, including a termination fee of no more than 3.0% of the equity value of Multi-Color and providing for Multi-Color’s continued payment of regularly quarterly dividends between signing and closing. Representatives of Sidley Austin and Latham also discussed certain of these points.

Early on February 9, 2019, Platinum Equity communicated a bid price of $49.75 per share and responded to Multi-Color’s key contract points, agreeing to Multi-Color’s continued payment of regularly quarterly dividends between signing and closing and proposing a termination fee of 4.0% of the equity value of Multi-Color.

On February 9, 2019, the Board held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. During the meeting, representatives of Goldman Sachs informed the Board that Platinum Equity’s representatives had communicated a price of $49.75 per share. The representatives of Goldman Sachs indicated that, in their view, based on their communications with Bidder X, Bidder X was unlikely to submit a bid at $49.75 or higher. Representatives of Sidley Austin reviewed Platinum Equity’s responses to the key contract points, noting that most related to deal certainty. The Board then gave direction with respect to the key contract points, including to demand a reduction in the termination fee from 4.0% to 3.5%

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of Multi-Color’s equity value. In addition, the Board directed the representatives of Goldman Sachs to communicate to Platinum Equity that if Platinum Equity agreed to a price of $50.00 per share and Multi-Color’s position with respect to the key contract points, Multi-Color would cease discussion with Bidder X for one week. After a Sidley Austin representative indicated that in the past two years William Blair had minimal past relationships with Bidder X and no relationships with Platinum Equity, the Board directed Sidley Austin to engage William Blair for purposes of delivering a second fairness opinion and gave guidance with respect to acceptable fees.

Later that day, representatives of Goldman Sachs conveyed to a representative of Platinum Equity the Board’s positions on the key contract points.

On February 10, 2019, a Platinum Equity representative contacted a representative of Goldman Sachs to communicate a price of $50.00 per share and the message that Platinum Equity would not be able to pay any more per share of Multi-Color common stock. Platinum Equity also provided responses to the remaining key contract points. Among other things, Platinum Equity agreed to a 3.5% termination fee.

Later that day, the Transaction Working Group held a telephonic meeting to discuss Platinum Equity’s response and provide guidance with respect to next steps.

In the evening of February 10, 2019, at the direction of the Board, representatives of Goldman Sachs discussed the open contract points with a Platinum Equity representative, and, following this conversation, Platinum Equity was permitted access to additional materials in the virtual data room so that Platinum Equity could finish its due diligence.

On February 11, 2019, Sidley Austin provided Latham with a revised draft of the merger agreement, guaranty, equity commitment letter, debt commitment letter and voting agreement, and representatives of Goldman Sachs terminated Bidder X’s access to new materials posted to the virtual data room.

After the close of market trading on February 11, 2019, Multi-Color released its third quarter earnings results and announced that it was exploring strategic alternatives.

On February 12, 2019, Multi-Color entered into an engagement letter with William Blair.

From February 12, 2019 to February 18, 2019, representatives of Sidley Austin and Latham continued to exchange drafts of the transaction documents and negotiate outstanding issues, and from February 13, 2019 to February 22, 2019, representatives of Latham negotiated the terms of the voting agreements with legal counsel to Constantia and Diamond Castle.

On February 14-15, 2019, representatives of Platinum Equity met with Multi-Color management to cover remaining due diligence items. During the course of these discussions, Platinum Equity representatives indicated to Mr. Vinecombe that, following the execution of the merger agreement, Platinum Equity would discuss the anticipated post-closing management plan and incentive structure.

On February 16, 2019, Multi-Color, Platinum Equity and PricewaterhouseCoopers LLP entered into the Super Clean Team Agreement that provided certain Platinum Equity representatives and certain Multi-Color representatives with access to certain competitively sensitive information needed to assess potential supply-side synergies.

On February 17, 2019, the Board held an in-person meeting at the offices of Sidley Austin in Chicago, Illinois. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. During the meeting, Sidley Austin representatives provided the Board with an update regarding merger agreement negotiations with Platinum Equity and highlighted certain key outstanding issues, noting that several pertained to deal certainty.

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The Board provided guidance with respect to the key outstanding issues, and the Board instructed representatives of Goldman Sachs to communicate its position on these issues to Platinum Equity directly. During the meeting, Mr. Vinecombe noted that no discussions had taken place regarding post-closing roles or compensation of Multi-Color management other than the February 14, 2019 discussion described above. Representatives of Goldman Sachs discussed Multi-Color’s share price decline following its third quarter earnings release and the fact that the share price was likely buoyed by Multi-Color’s announcement that it was exploring strategic alternatives, noting the difficulty in determining a true “undisturbed” share price in light of the fact that there was no time when the share price reflected Multi-Color’s third quarter results but not the fact that Multi-Color was exploring strategic alternatives.

The representatives of Goldman Sachs then reviewed its preliminary financial analysis of Multi-Color. During the course of the discussion, a Sidley Austin representative noted that William Blair would discuss its financial analysis at the final approval meeting. A Sidley Austin representative then provided a review of the Board’s fiduciary duties in the context of considering a potential sale of Multi-Color. Multi-Color management then confirmed that there had been no changes in the Financial Projections. Michael J. Henry, a director and President and Chief Executive Officer of Multi-Color, then provided the Board with estimates of certain synergies expected to be realized by Platinum Equity following the transaction, including procurement, plant consolidation and selling, general and administrative expense synergies and going-private synergies.

On February 18, 2019, a representative of Goldman Sachs contacted a Platinum Equity representative to discuss the outstanding items in the draft merger agreement, as directed by the Board.

On February 19, 2019, Mr. Vinecombe, Ms. Birkett, representatives of Platinum Equity, representatives of Goldman Sachs and representatives of Sidley and Latham discussed open issues in the draft merger agreement, equity commitment letter and guaranty. Following the discussion, the Transaction Working Group met telephonically to discuss key open items and provide guidance on those open items.

Between February 19, 2019 and February 23, 2019, Sidley Austin and Latham representatives continued to negotiate outstanding issues in the draft merger agreement, guaranty and equity commitment letter and exchanged drafts of the merger agreement and other transaction documents.

On February 23, 2019, the Board held a telephonic meeting. Also present were Ms. Birkett and representatives of Goldman Sachs and Sidley Austin. At the meeting, representatives of Goldman Sachs and Sidley Austin reviewed the progress of the negotiations with Platinum Equity. Representatives of Sidley Austin then reviewed with the Board the terms of the merger agreement and related transaction documents, noting that only one material open issue remained. Representatives of Goldman Sachs reviewed with the Board Platinum Equity’s sources and uses information, which had been obtained from Platinum Equity and provided to the Board in advance of the meeting.

Representatives of Goldman Sachs confirmed to the Board that there was no new information regarding Goldman Sachs’ relationships with Platinum Equity, Diamond Castle or Wendel. Representatives of Goldman Sachs then reviewed Goldman Sachs’ financial analysis of the $50.00 in cash per share of Multi-Color common stock to be paid to the holders of Multi-Color common stock (other than Parent and its affiliates) pursuant to the merger agreement. Representatives of Goldman Sachs then rendered its oral opinion, subsequently confirmed in writing, that, as of February 24, 2019 and based upon and subject to the factors and assumptions set forth therein, the $50.00 in cash per share of Multi-Color common stock to be paid to the holders of Multi-Color common stock (other than Parent and its affiliates) pursuant to the merger agreement, was fair from a financial point of view to such holders. For a detailed discussion of Goldman Sachs’ opinion, please see below under the caption “—Opinion of Goldman Sachs & Co. LLC,” beginning on page 48.

Following the discussion with representatives of Goldman Sachs, representatives of Goldman Sachs departed the meeting, and William Blair representatives joined the meeting. Representatives from William Blair also reviewed

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with the Board William Blair’s financial analysis of the merger consideration and confirmed there was no new information regarding William Blair’s relationships with Platinum Equity, Diamond Castle or Wendel during the prior two years. The William Blair representatives rendered to the Board an oral opinion, which was subsequently confirmed in writing on February 24, 2019, that, based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the merger consideration to be paid to the holders of Multi-Color common stock (other than shares held by Parent or its affiliates) was fair, from a financial point of view, to such holders. For a detailed discussion of William Blair’s opinion, please see below under the section entitled “Opinions of Our Financial Advisors—Opinion of William Blair & Company, L.L.C.,” beginning on page 57. Following discussion, the Board unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Following the Board meeting on February 23, 2019, Sidley Austin and Latham negotiated the limited remaining open issues and finalized drafts of the merger agreement, guaranty and equity commitment letter.

During the morning of February 24, 2019, concurrently with the delivery by Parent to Multi-Color of the executed debt commitment letter and a redacted copy of an executed fee letter relating thereto and the delivery of voting agreements executed by each of Constantia and Diamond Castle, the parties executed the merger agreement, equity commitment letter and the guaranty.

On February 25, 2019, before the open of trading on Nasdaq, Multi-Color issued a press release announcing the execution of the merger agreement.

Recommendation of the Board

At the special meeting of the Board on February 23, 2019, after careful consideration, including discussions with Multi-Color’s management and Multi-Color’s legal and financial advisors, the Board unanimously:

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Reasons for Recommending the Adoption of the Merger Agreement

In evaluating the merger agreement and the transactions contemplated thereby, the Board consulted with Multi-Color’s senior management team and outside legal and financial advisors and considered and evaluated a variety of factors over the course of 10 meetings of the Board and an additional six meetings of the Transaction Working Group since the Board began to explore strategic alternatives on November 6, 2018, including the following factors:

Challenges Multi-Color Faces as an Independent Company; Strategic Alternatives

The Board considered the possibility of continuing to operate Multi-Color as an independent public company, including the related risks and uncertainties and the prospects for Multi-Color going forward as an independent entity. In doing so, the Board considered the following:

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Merger Consideration

The Board also considered the following, with respect to the $50.00 per share merger consideration:

Merger Agreement

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Negative Factors

The Board also considered certain risks and other potentially negative factors concerning the transactions contemplated by the merger agreement, including:

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Other

The Board also considered the following other factors:

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented, including the factors described above. The factors above are not necessarily presented in order of importance to the Board and its deliberations.

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