Stamford, Connecticut, USA, 05 March 2007 – Cenveo, Inc. (NYSE: CVO) announced today that its wholly owned subsidiary, Cenveo Corporation,a Delaware corporation, has commenced a cash tender offer for any and all of the outstanding USD 125,000,000 aggregate principal amount of 8-3/8% Senior Subordinated Notes due 2014 of Cadmus Communications Corporation (CUSIP No. 127587AD5).
The total consideration per USD 1000 principal amount of Notes validly tendered and not withdrawn before 5:00 p.m., Eastern Daylight Time (EDT), on 16 March 2007, unless extended (the "Consent Payment Deadline") shall be USD 1015.00 (the "Total Consideration").
In connection with the tender offer, the company is soliciting consents to proposed amendments to the indenture governing the Notes, which would eliminate substantially all of the restrictive covenants and certain events of default in the indenture. The company is offering to make a consent payment (which is included in, and is not in addition to, the Total Consideration described above) of USD 10.00 per USD 1000 principal amount of Notes (the "Consent Payment") to holders who validly tender and do not withdraw their Notes and deliver their consents on or before the Consent Payment Deadline. Holders may not tender their Notes without delivering consents and may not deliver consents without tendering their Notes.
Holders tendering after the Consent Payment Deadline will be eligible to receive only the "Tender Offer Consideration," which shall be USD 1005.00 for each USD 1000 principal amount of Notes. Holders who validly tender their Notes by the Consent Payment Deadline and whose Notes are accepted for purchase will receive payment on or about the initial payment date, which is expected to be on or about 19 March 2007. Holders whose Notes are validly tendered and are accepted for purchase will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date.
The tender offer is scheduled to expire at 5:00 p.m., EDT, on 30 March 2007, unless extended or earlier terminated. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Payment Deadline unless the company is otherwise required by applicable law to permit the withdrawal and revocation.
The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the consummation of the merger, as described in Cenveo's Form 8- K filed with the Securities and Exchange Commission on 27 December 2006. During the offer, Cadmus is expected to be acquired by and then merge with and into the company, with the Notes effectively becoming those of the company following the merger. The merger, however, is not conditioned on receipt of the requisite consents.
The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement of the company dated 05 March 2007, copies of which may be obtained by contacting MacKenzie Partners, Inc., the information agent for the offer, at (212) 929-5500 (collect) or (800) 322-2885 (U.S. toll-free). Wachovia Securities and JPMorgan are the dealer managers and solicitation agents for the tender offer and consent solicitation. Additional information concerning the tender offer and consent solicitation may be obtained by contacting Wachovia Securities, Liability Management Group, at (704) 715-8341 (collect) or (866) 309-6316 (US toll-free) or JPMorgan, High Yield Capital Markets, at (212) 270-3994 (collect).
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, and fulfillment and distribution facilities throughout North America.
Additional information can be found in Cenveo, Inc.'s periodic filings with the SEC, which are available at http://www.cenveo.com.