Banta Confirms Receipt Of Unsolicited, Highly Conditional Overture
MENASHA, WI—August 9, 2006—Banta Corporation (NYSE: BN) today confirmed that it has received an unsolicited, highly conditional indication of interest from Cenveo, Inc. (NYSE: CVO) to acquire Banta, contingent on Cenveo obtaining financing, effecting due diligence and reaching a mutually satisfactory definitive merger agreement.
The Company today sent the following response letter to Robert G. Burton, Sr., Chairman and CEO of Cenveo:
Robert G. Burton, Sr., Chairman and Chief Executive Officer
One Canterbury Green
Stamford, CT 06901
Dear Mr. Burton,
I am extremely disappointed that you chose to release publicly the letter that your legal advisors faxed to us late last night prior to giving us the opportunity to review your highly conditional unsolicited indication of interest in combining our two companies.
In your letter you imply that you and I have spoken directly. This is not true. To clarify, yesterday I received from your financial advisors an ambiguous request to discuss your interest in our company. At that time, I agreed to arrange a mutually acceptable time to talk with them in order to understand your interest. At no time did your advisors mention any of the economic terms or conditions stated in the hostile, public overture released today. We find your actions to be inexplicable.
We are committed to acting in the best interests of all of our shareholders and, consistent with its fiduciary duties and responsibilities under Wisconsin law, our Board will review your letter of interest in consultation with our financial and legal advisors, UBS Investment Bank and Foley & Lardner. The Company will communicate with you in due course.
Stephanie A. Streeter
Chairman, President and Chief Executive Officer
Banta Corporation is a technology and market leader in printing and supply-chain management services. Our integrated approach provides a comprehensive combination of printing, binding and digital imaging solutions to leading publishers and direct marketers.