Banta Board Rejects Cenveo’s Unsolicited Acquisition Proposal
MENASHA, WI—Banta Corporation (NYSE:BN) today announced that its Board of Directors, in consultation with its financial and legal advisors, has unanimously rejected Cenveo, Inc.’s (NYSE:CVO) unsolicited proposal to acquire Banta for $47 per share. The Board of Directors determined that the proposal is not in the best interests of Banta shareholders or its other constituents.
Banta also announced today that the Board has authorized management, in consultation with its financial advisor, UBS Investment Bank, to explore all potential strategies for further maximizing shareholder value, including, but not limited to, remaining independent, joint ventures, mergers, acquisitions, further return of capital, or the sale of the Company. Banta advised that there can be no assurances that the evaluation will result in a transaction of any kind. The Company also advised that it does not intend to disclose developments regarding its evaluation unless, and until, a final decision is made.
Stephanie A. Streeter, Banta Chairman, President and Chief Executive Officer, said, “After a thorough review with our financial and legal advisors, our Board has rejected Cenveo’s proposal. While the Board and management continue to have complete confidence in Banta’s current long-term strategy and believe Banta is well positioned to thrive as an independent company, the Board remains committed to continuing to seek opportunities to further enhance value for all Banta shareholders. Consistent with that commitment and its fiduciary obligations, the Board believes it is an appropriate time to undertake a comprehensive process to identify and study all of the value-creating options available to the Company.”
The Company also announced that the unsolicited proposal from Cenveo has automatically triggered the requirement to fund a trust which will hold restricted cash assets available to cover payments, both immediate and long-term, due to certain retired and active Banta employees. These payments include deferred compensation and retirement benefits already earned by these employees, as well as potential compensation and benefits that may become due to current employees in connection with a change in control. The requirement to irrevocably fund the trust, which was adopted by Banta’s Board in January 1990 and has been disclosed regularly in SEC filings since then, was triggered solely by the recent actions taken by Cenveo, and was not the result of any action by the Banta Board of Directors. Banta said that approximately $100 million has been used to fund the trust. In the event that a change in control does not occur within the time period provided under the trust, the trust assets will be released by the trustee and returned to the control of Banta.