Cenveo to Acquire Nashua Corporation
Expands Cenveo’s leading pharmaceutical label position
Transaction expected to be accretive to earnings
The agreement has been approved by the Boards of Directors of both companies and is expected to close during the summer. The acquisition is expected to be accretive to Cenveo’s earnings and is subject to customary closing conditions, including approval of Nashua’s shareholders.
Under the terms of the definitive agreement, each share of common stock of Nashua will be converted into the right to receive (i)
“The acquisition of Nashua brings together two of the nation’s most respected printers to strengthen our label platform and expand our product offerings. Nashua’s operations both strategically mirror and complement Cenveo’s product line and will create immediate cross-selling opportunities for both companies’ customers. The acquisition of Nashua, with its storied history and strategic niche product offerings, is an example of how we intend to grow our company by acquiring leaders in high growth sectors of the printing industry. We expect this acquisition to be accretive to earnings.”
“By becoming a part of the third largest graphic communications company in
Mr. Burton concluded:
“Despite the challenging economic environment that we are facing, we intend to continue to look to grow our business in attractive niche markets. We are fortunate to have a strong and talented management team along with an operating platform that gives us the ability to grow and expand our business. We are excited to welcome Nashua into our family. I look forward to a swift completion of this transaction.”
Cenveo will discuss the Nashua merger agreement along with its first quarter 2009 results during a conference call it is hosting today at
Cenveo (NYSE: CVO), headquartered in
In connection with the proposed merger, Cenveo will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Nashua and a Prospectus of Cenveo, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Cenveo and Nashua at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at http://www. cenveo.com under the tab “Investors” and then under “SEC Docs.” Copies of the Proxy Statement/Prospectus and the SEC filings that will be incorporated by reference in the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to
Nashua and Cenveo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Nashua with respect to the transactions contemplated by the merger agreement. Information about the directors and executive officers of Cenveo is set forth in the proxy statement for Cenveo’s 2009 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on
Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this release, and we undertake no obligation to update any forward-looking statements made herein. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) a decline of our consolidated or individual reporting units operating performance as a result of the current economic environment could affect the results of our operations and financial position, including the impairment of our goodwill and other long-lived assets; (ii) our substantial indebtedness could impair our financial condition and prevent us from fulfilling our business obligations; (iii) our ability to service or refinance our debt; (iv) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (v) additional borrowings are available to us that could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquisitions; (vii) intense competition in our industry; (viii) the absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (ix) factors affecting the U.S. postal services impacting demand for our products; (x) the availability of the Internet and other electronic media affecting demand for our products; (xi) increases in paper costs and decreases in its availability; (xii) our labor relations; (xiii) compliance with environmental rules and regulations; and (xiv) dependence on key management personnel. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at http://www.cenveo.com.
Inquiries from analysts and investors should be directed to
SOURCE Cenveo, Inc.