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Cenveo to Evaluate Strategic Alternatives

Tuesday, April 19, 2005

Press release from the issuing company

ENGLEWOOD, Co., April 18 -- Cenveo Inc. today announced that it has retained Rothschild Inc. to assist the Board in a thorough evaluation of its strategic alternatives. The law firms of Wachtell, Lipton, Rosen & Katz and Hogan & Hartson, L.L.P. have also been retained to advise in connection with the review of strategic alternatives. The Board said today that while it will review all options in consultation with its advisors, there can be no assurance of any particular outcome. Susan Rheney, Chairman of Cenveo, said: "The Board has taken this action after much careful deliberation. While the Board works with its outside advisors, the Cenveo management team will continue to focus on meeting the needs of our customers and business partners, implementing steps aimed at improving our strategic, operating and financial performance and, in turn, achieving our number-one goal: building value for all shareholders." The Company said previously that it continues its process to appoint a new chief executive officer to replace current CEO Paul Reilly who announced his resignation in January. The Company had previously stated that the roles of the new chief executive and chairman will be separate to reflect good corporate governance. Cenveo's Board of Directors has also authorized the adoption of a Shareholder Rights Plan and declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Cenveo common stock. The Rights Plan is intended to enable Cenveo and its Board of Directors to ensure that the evaluation of alternatives being undertaken by the Board is carried out without the threat of an immediate acquisition of a controlling or dominating interest in the Company by a person or group on terms not available to all shareholders or where a better alternative may be available, to guard against coercive tactics by shareholders seeking to acquire control of Cenveo, and to ensure that all Cenveo shareholders are able to realize the long-term value of their investment in the Company. The adoption of the Rights Plan will not and is not intended to prevent a change of control of the Company. A description of the Rights Plan is included in the Company's SEC filings on the Company's Web site at http://www.cenveo.com. In addition, the Board has adopted amendments to the Company's by-laws, clarifying certain mechanics for setting the date, time and place of special meetings of shareholders, and the requirements for submission of matters to be considered at any such special meeting. The amendments to the Company's by- laws are included in the Company's SEC filings on the Company's Web site at http://www.cenveo.com. The Board of Directors also adopted broad-based severance plans for certain employees which provide for severance benefits commensurate with past practice, and approved entering into change of control severance agreements with certain recently hired or promoted officers who have not yet received the agreements provided to other officers of the Company.




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