Cenveo, Inc. (NYSE: CVO) announced today that the Company has
signed a definitive merger agreement to acquire all of the shares
of Nashua Corporation (NASDAQ: NSHA) in a stock and cash
transaction valued at approximately $44 million including the
assumption of Nashua debt.
Founded in 1849, Nashua, with annual revenues of $265 million in
2008, is one of the industry's highly regarded manufacturers and
converters of label and specialty paper products with 650 employees
and manufacturing facilities in California, Nebraska, New Hampshire
and Tennessee. Nashua's Label Products Division is a market leader
manufacturing pressure sensitive labels for supermarket,
prescription, distribution and RFID applications. Nashua's
Specialty Paper Products Division is a leading manufacturer /
converter of point-of-sale receipt paper (used in retail, gaming
and package identification applications), coated thermal papers
(used to manufacturer thermal label products) and printable,
wide-format media (including the Dietzgen brand name).
The agreement has been approved by the Boards of Directors of
both companies and is expected to close during the summer. The
acquisition is subject to customary closing conditions, including
approval of Nashua's shareholders.
Under the terms of the definitive merger agreement, each share
of common stock of Nashua will be converted into the right to
receive (i) $0.75 per share in cash and (ii) $6.13 per share in
Cenveo common stock, provided that in no event will a Nashua share
be exchanged for less than 1.168 of a Cenveo share or more than
1.635 of a Cenveo share. Based on the closing price of Cenveo's
common stock on May 6, 2009, the last trading day prior to the
announcement, the total consideration is valued at $6.88 per Nashua
share, with an implied consideration mix of approximately 89% in
stock and 11% in cash. Upon completion of the transaction, it is
anticipated that Nashua's shareholders will own approximately 11%
of the combined company. Cenveo has also entered into a Voting
Agreement with certain members of Nashua's directors and executive
officers, including Tom Brooker, Nashua's CEO and President, as
well as with Newcastle Partners, L.P., a major Nashua shareholder.
The persons and entities who have signed the Voting Agreement
collectively own approximately 23% of Nashua's common stock.
Pursuant to the Voting Agreement, they have, among other things,
agreed to vote in favor of the transaction with Cenveo.
Robert G. Burton, Chairman and Chief Executive Officer of
Cenveo, stated:
"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."
Thomas G. Brooker, Nashua's President and Chief Executive
Officer, stated:
"By becoming a part of the third largest graphic communications
company in North America, Nashua is better positioned to reach the
next level of performance and market share growth in the attractive
niche markets we serve. Nashua will become part of a much larger
business, a business better able to meet the growing and full
service needs of Nashua's customers, and use this expanded scale to
deliver increased efficiencies and a wider service offering to
them."
About Nashua
Nashua Corporation manufactures and markets a wide variety of
specialty imaging products and services to industrial and
commercial customers to meet various print application needs.
Nashua's products include thermal coated papers, pressure-sensitive
labels, bond, point of sale, ATM and wide format papers,
entertainment tickets, and ribbons for use in imaging devices.
Additional information about Nashua Corporation can be found at
www.nashua.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the transaction, Cenveo, Inc. ("Cenveo")
plans to file with the United States Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-4 in
connection with the transaction and Nashua Corporation ("Nashua")
plans to file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about
Cenveo, Nashua, the transaction and related matters. Investors and
security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they are
available.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by
Cenveo and Nashua through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of the Registration Statement and the
Proxy Statement/Prospectus from Cenveo by contacting Robert Burton,
Jr., Senior Vice President, Investor Relations, via mail addressed
to Cenveo, Inc., One Canterbury Green, Stamford, CT 06901 or via
telephone at 203-595-3005 or from Nashua by contacting Investor
Relations, c/o John L. Patenaude, Vice President-Finance, Chief
Financial Officer via mail addressed to Nashua Corporation, 11
Trafalgar Square, Nashua, NH 03063 or via telephone at
603-880-2323.
Cenveo and Nashua, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger
agreement. Information regarding Cenveo's directors and executive
officers is contained in Cenveo's Form 10-K for the year ended
January 3, 2009 and its proxy statement dated April 6, 2009, which
are filed with the SEC. As of March 2, 2009, Cenveo's directors and
executive officers beneficially owned approximately 6,297,234
shares, or 11.4%, of Cenveo's common stock. Information regarding
Nashua's directors and executive officers is contained in Nashua's
Form 10-K for the year ended December 31, 2008 and its proxy
statement dated March 31, 2009, which are filed with the SEC. As of
May 6, 2009, Nashua's directors and executive officers beneficially
owned approximately 1,252,642 shares, or 22.5%, of Nashua's common
stock. A more complete description will be available in the
Registration Statement and the Proxy Statement/Prospectus.
Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. When used in this press release, the words "will," "should,"
"expect," "anticipate" and similar expressions are intended to
identify such forward-looking statements. Such forward-looking
statements are subject to risks and uncertainties, which could
cause actual results to differ materially from those anticipated.
Such risks and uncertainties include, but are not limited to: the
ability to consummate the transaction; the ability of Cenveo to
successfully integrate Nashua's operations and employees in a
timely manner or at all; the ability to realize anticipated
synergies and cost savings; the impact on Nashua's customer
relationships; operational disruptions from the merger; unexpected
costs related to the acquisition and the other factors described in
Cevneo's Annual Report on Form 10-K for the year ended January 3,
2009 and Nashua's Annual Report on Form 10-K for the year ended
December 31, 2008 and their most recent quarterly reports filed
with the SEC. , and the information set forth herein should be read
in light of such risks. In addition, any forward-looking statements
represent Nashua's estimates only as of the date of this press
release and should not be relied upon as representing Nashua
estimates as of any subsequent date. While Nashua may elect to
update forward-looking statements at some point in the future,
Nashua specifically disclaims any obligation to do so, even if its
estimates change.
Contact: Tom Brooker/John Patenaude Nashua Corporation
847-318-1797/603-880-2145 Rich Coyle Sard Verbinnen & Co
212-687-8080
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