|Cadmus Communications and Cenveo Agree to Merge
|Richmond, Virginia, USA 27 December 2006/PRNewswire-FirstCall/ -- Cadmus Communications Corporation (NASDAQ:CDMS) and Cenveo, Inc. (NYSE:CVO) have entered into a definitive merger agreement for Cenveo to acquire Cadmus in an all-cash merger at a price of USD 24.75 per share. The total value of the transaction, including Cenveo's assumption of Cadmus' debt, is expected to be approximately USD 430 million at closing.
Cadmus' board of directors unanimously approved the merger agreement and is unanimously recommending that Cadmus' shareholders approve the transaction. The transaction, expected to close during the first calendar quarter of 2007, requires the approval of Cadmus' shareholders and regulatory approvals and the satisfaction of certain other closing conditions contained in the merger agreement.
In connection with the merger, Clary Limited, Purico (IOM) Limited, Melham US Inc. and Bruce V. Thomas entered into a voting agreement with Cenveo pursuant to which they have agreed to vote their shares of Cadmus in favor of the merger.
Headquartered in Richmond, Virginia, Cadmus is the world's largest provider of content management and production services to scientific, technical, and medical journal publishers; the fifth largest periodicals printer in North America; and a leading provider of specialty packaging and promotional printing services.
Headquartered in Stamford, Connecticut, Cenveo is one of North America's leading providers of print and visual communications, with one-stop services from design through fulfillment. The company's broad portfolio of services and products include commercial printing, envelopes, labels, packaging, and business documents delivered through a network of production, fulfillment, and distribution facilities throughout North America.
Cadmus was advised by Deutsche Bank Securities Inc., which rendered a fairness opinion to the Cadmus Board of Directors. Willkie Farr & Gallagher LLP and Troutman Sanders LLP served as legal advisors to Cadmus on the transaction.
Cadmus will file a proxy statement with the Securities and Exchange Commission concerning the proposed merger transaction. Holders of Cadmus common stock are urged to read the proxy statement and such other documents when they become available because they will contain important information. In addition, Cadmus and its directors and executive officers and other members of its management and its employees may be deemed to be participants in the solicitation of proxies from the shareholders of Cadmus with respect to the transactions contemplated by the merger agreement. Information about the directors and officers of Cadmus in the merger will be available in the proxy statement and other documents that Cadmus will file with the SEC. Investors will be able to obtain a free copy of the documents filed with the SEC by Cenveo and Cadmus at the SEC's Web site (http://www.sec.gov/). Investors will be able to obtain a free copy of the relevant documents filed by Cadmus by contacting Paul Suijk at Cadmus at: 1801 Bayberry Court, Suite 200, Richmond, VA 23226 or online at http://www.cadmus.com/investors/.
Cadmus and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Cadmus in connection with the merger. Information about the directors and executive officers of Cadmus and their ownership of Cadmus common stock is set forth in the proxy statement, dated 02 October 2006, for Cadmus' 2006 annual meeting of shareholders, as filed with the SEC. Additional information regarding the interests of such participants may be obtained by reading the proxy statement when it becomes available.
Source: Cadmus Communications Corporation