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Cenveo Wants to Buy Banta, Burton and Streeter trade letters in the press

Thursday, August 10, 2006

Press release from the issuing company

-- WhatTheyThink.com Editor's note - See both letters below - The first is from Bob Burton and the second is Banta's response from Stephanie Streeter. WhatTheyThink.com will have more as this story develops. Cenveo Sends Letter to Banta Corporation STAMFORD, Conn., Aug. 9 -- Cenveo, Inc. today announced that it had sent the following letter to Banta Corporation: August 8, 2006 Stephanie A. Streeter Chairman, President and Chief Executive Officer Banta Corporation 225 Main Street Menasha, WI 54952 Dear Stephanie: I am writing to express my disappointment in hearing from you that Banta Corporation is not "for sale." As we have communicated, we believe that Cenveo and Banta are complementary businesses and that a combination of Cenveo, Inc. and Banta is compelling and would provide substantial benefits to both companies' shareholders. The combination of these two companies would create a $3.0 billion print powerhouse with pre-synergy EBITDA in excess of $300 million that we believe would be better able to compete in the marketplace and provide a one-stop solution to our customers. I have personally completed 56 acquisitions during my business career, and Cenveo's management team has a wealth of experience in operating printing businesses such as Banta. I am sure you are fully aware of our business track record at World Color, Moore and now Cenveo. We have constantly delivered for our shareholders and feel confident we can be successful again with the Banta/Cenveo combination. Based on our most recent discussion, we believe it would be useful if we submitted an offer so that your entire Board will have the benefit of our thinking. Subject to diligence and negotiation of a mutually satisfactory definitive merger agreement (both of which are further discussed below), Cenveo proposes to acquire Banta for $46 per share in cash. We believe our offer provides immediate value that far exceeds Banta's current stock price and would not have the delay or execution risk inherent in management's strategy to increase shareholder value. Since we are extremely comfortable with Banta's public filings, we would expect to conduct due diligence that would be largely confirmatory in nature and our merger agreement would be customary for a public company acquisition. We are ready to undertake a due diligence review of Banta at your earliest convenience and to meet with your team to negotiate a merger agreement at any time. Our offer would be subject to receipt of adequate financing for the transaction, which we believe will be readily obtainable. Together with our outside advisors, we are prepared to commit the resources necessary to proceed expeditiously to reach an agreement with you regarding a combination. Our Board of Directors has authorized this letter and fully supports a combination between Cenveo and Banta. We sincerely hope that, on further reflection together with Banta's other directors, you and Banta's entire Board will share our enthusiasm for the transaction. This matter has our highest priority, and we are committed to working with you in any way we can to bring this vision to fruition. As you have not returned our recent telephone calls and e-mails, we are making this letter public in the spirit of full disclosure for both shareholders at Banta and Cenveo. Thank you. Sincerely, CENVEO, INC. By: /s/ Robert G. Burton, Sr. Robert G. Burton, Sr. Chairman and CEO =========== Banta Confirms Receipt of Unsolicited, Highly Conditional Overture MENASHA, Wis., Aug. 9 -- Banta Corporation today confirmed that it has received an unsolicited, highly conditional indication of interest from Cenveo, Inc. 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 Cenveo, Inc. 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. Sincerely, Stephanie A. Streeter Chairman, President and Chief Executive Officer Banta Corporation




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