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Cenveo to Acquire Nashua Corporation
Date:5/7/2009

mmon 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, based on yesterday's closing price of Cenveo's shares. 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. 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 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 l
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SOURCE Cenveo, Inc.
Copyright©2009 PR Newswire.
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