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Ennis and Alstyle Apparel Agree to Merge

Monday, June 28, 2004

Press release from the issuing company

LOS ANGELES & MIDLOTHIAN, Texas--June 25, 2004-- Ennis, Inc. (formerly Ennis Business Forms, Inc.), a manufacturer of printed business products headquartered in Midlothian, Texas, and Alstyle Apparel, a privately held manufacturer of t-shirts and fleece goods based in Anaheim, Calif., announced today that they have signed a definitive agreement to merge in a tax free exchange of stock which would create a full-service provider of printed business products and promotional apparel (t-shirts & fleece goods) with over $525 million in annual revenues, and approximately 7,000 employees in North America. This merger, along with the separately announced acquisition of Crabar/GBF, continues the Ennis strategy of growth through related manufactured products (the Crabar/GBF acquisition) or acquiring growing product lines (promotional apparel) for our existing customer base. Ennis' customers are independent forms brokers or printers who have grown their businesses through the sale of promotional products to businesses in North America. The profile of a current Ennis customer today indicates that less than half of their sales revenues constitute forms sales with the remainder comprised of commercial printing and promotional product sales. The combination of these two companies will provide both the Alstyle and the Ennis combined customer bases with a broad array of high-quality, long-, medium- and short-run print products and solutions, financial documents, print fulfillment, labels, collateral materials, POP commercial printing, forms and logistics services, and promotional products (both apparel and non-apparel goods) through their respective sales channels. The Boards of Directors of both companies have unanimously approved the agreement. The combined company will retain the Ennis name and will be headquartered in Midlothian, Texas. Upon closing of the transaction, Roger Brown, President of Alstyle Apparel, will stay on for 18 months in his current capacity reporting to Keith Walters, Chairman, President and CEO of Ennis. Mr. Brown will fill the first available director position of Ennis after the transaction closes in the fall of this year. Under the terms of the transaction, Alstyle Apparel shareholders will receive Ennis shares based upon a $242 million valuation of Alstyle less debt outstanding as of the day of merger (assumed to be between $104 million and $108 million). The resulting value will be divided by the average trading price of Ennis over the previous 30-day trading period, estimated to be about $15.60 per share. This should approximate between 8.6 million and 8.9 million shares of newly issued Ennis stock. Ennis will assume approximately $104 to $108 million in Alstyle Apparel debt. While the Alstyle transaction is essentially a stock transaction there will be debt assumed of approximately $104 million to $108 million. The debt to equity ratio will continue to be less than .5 to 1 and the Company has entered into a committed line of credit from LaSalle Bank for $100 million in Revolver credit facilities and up to $50 million in Term credit facilities if needed (although it is anticipated that the Term facility will be in the $20 to $30 million range). The combined company will be traded on the NYSE under the ticker symbol EBF. Upon completion of the transaction, Ennis shareholders will own 16.6 million shares or approximately 65% of the total outstanding shares and Alstyle shareholders will own 8.9 million shares or approximately 35% of the combined outstanding shares of 25.5 million shares. Ennis is expected to maintain its annual dividend of $0.62 per share. The transaction is expected to be accretive to Ennis's earnings in the first full year of operations. In addition to significantly enhanced revenue opportunities, the company hopes to cross sell products through the two separate channels to increase sales and profits even more than are already anticipated. There does not appear to be much customer overlap between the two companies. The combined company is also expected to generate substantial cash flow in the first year of consolidated operations. Based upon trailing twelve months the combined company (including the Crabar/GBF acquisition) would have approximately $525 million in annual sales, combined EBITDA of $65 to $70 million, and free cash flow of approximately $45 to $50 million (all of which is based on the audited fiscal year ended Dec. 31, 2003, information for Alstyle Apparel and Crabar/GBF and the audited fiscal year ended Feb. 28th, 2004, information for Ennis). Alstyle's estimate of EBITDA for the 2004 calendar year is in the $35 - $40 million range. Keith Walters, Chairman, President and CEO of Ennis, said, "Today's announcement is a tremendously positive step forward in the continued evolution and development of Ennis. It is our goal to continue to offer our customers a representative offering of the most profitable products in the industry. The transaction will place Ennis among the top players in the Forms and Promotional Products arena serving the more than 40,000 independent distributors and printers who comprise the marketplace served by Ennis. Public companies in the activewear market, like Gildan and Delta Apparel, trade at multiples of EBITDA that are higher than reflected in the enterprise value placed on this transaction. But since this is a merger, rather than an acquisition, we were able to bring the two companies together for a more reasonable enterprise valuation on a combined basis due to the exchange of stock. It is great news for our customers, our employees and our shareholders. I am especially pleased that Roger Brown will continue in his role as President of Alstyle Apparel and look forward to a smooth transition." Roger Brown, President of Alstyle Apparel, said, "This transaction is strategically and financially compelling, bringing together the industry's most established trade supplier of forms and printed products with an established and growing manufacturer of t-shirts and fleece goods supported by an international network of sales representatives and distribution centers located throughout North America. The combination will enable Ennis to offer North America's larger distributorships a comprehensive suite of print and related products and promotional apparel solutions that will meet the demands of their growing customer base. Through this combination, Ennis plans to expand into the apparel side of promotional products and solutions beyond merely t-shirts and fleece goods by accessing the Pacific Rim and reselling through the existing sales channel of Alstyle." Mr. Walters continued, "With a broad base of highly profitable businesses and a strategic approach to managing our capital, Ennis will generate substantial cash flow after servicing the dividend and making disciplined capital expenditures." The transaction is subject to approval by Ennis stockholders and is expected to close in the fall. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.




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