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Cenveo Sends Formal Proposal to Banta, Burton Chastises Banta’s Board

Thursday, September 21, 2006

Press release from the issuing company

September 21, 2006 -- (WhatTheyThink.com) -- Cenveo once again sent a formal merger proposal to Banta. As indicated in yesterday’s special report on WhatTheyThink.com, Cenveo has no plans to give up despite the recent moves announced by Banta. Cenveo has secured a commitment for up to $1.8 billion in financing and it appears that they will not raise their price from $47 per share. Cenveo believes their offer is better than the restructuring savings and $16.00 dividend announced by Banta last week. One source that advises hedge and mutual funds told WhatTheyThink.com today it would be very difficult for Banta’s largest shareholders to turn down the all cash offer from Cenveo. "Banta has a very strong management team and will most likely succeed over time with their new operational plan, but they must clearly explain why their offer to shareholders is better than Cenveo's offer. So far, they have not done so." Banta will most likely respond to Burton's letter soon. WhatTheyThink.com will continue to follow this story as news develops. The entire letter from Bob Burton of Cenveo to Stephanie Streeter of Banta is below. September 20, 2006 Ms. Stephanie A. Streeter Chairman, President and Chief Executive Officer Banta Corporation 225 Main Street Menasha, WI 54952-2003 Dear Ms. Streeter: As you might expect, following our prior proposals to acquire Banta, we were amused to read in your press release on September 14th that Banta has adopted "strategic initiatives" to "create value for shareholders." At Cenveo, we are always working to create value for shareholders and do not wait until we have received proposals from third parties to do so. We were also disappointed to hear on your carnival-like conference call that you continue to refer to Cenveo's $47.00 per share fully-financed, all-cash proposal for Banta's shares as "illusory". To reiterate what I stated in my letter of September 5th, we have obtained committed financing to complete this acquisition from Lehman Brothers and Wachovia. We are sure that you will agree that these are reputable firms whose commitments should be taken very seriously. Should any doubt as to our ability to finance this transaction remain, we are enclosing for you, your entire board of directors and your advisors, a copy of the formal commitment papers we have executed with Lehman Brothers and Wachovia. Your unresponsiveness to our $47.00 per share proposal (or $31.00 per share if the acquisition is completed on or after November 10, 2006, which is the record date for your recently declared "special" dividend) is another example of you and your board looking out for yourselves instead of doing what is right for the shareholders. The fact that you continue to dismiss our proposal as "illusory" is outrageous and further demonstrates your entrenchment. I personally believe that you and the Banta board have breached your fiduciary duties to shareholders by taking actions to entrench yourself by not responding to my September 5, 2006 letter and the $47.00 per share proposal to purchase Banta. Further, to say, as you did on your call, that we were unable to reach an agreement on the terms of a "standard" confidentiality agreement is a joke. We have offered to meet with you and to provide you with information about our commitment from Lehman Brothers and Wachovia WITHOUT OBTAINING ANY CONFIDENTIAL INFORMATION FROM YOU. Why do you need a confidentiality agreement when we are not asking for any confidential information at this time? Furthermore, we do not believe there is any way that your board could have satisfied its fiduciary duties and determined that the "initiatives" you announced on September 14, 2006 are superior to our proposal without first speaking to us. Instead, you have at every turn invented excuses to avoid evaluating our offer. You have also questioned the other terms and conditions of our proposal without receiving any information about them. As I said in my prior letter to you, we are prepared to deliver our proposed merger agreement that is based on merger agreements that your counsel has used in prior transactions. I see no reason why a merger agreement that has been acceptable to your counsel in prior transactions will not be acceptable in this one. Regardless, so no confusion remains, we are also enclosing our proposed merger agreement that, upon your delivery of acceptable disclosure schedules, we would be prepared to sign immediately. The fact that you and your board continue to hide behind your poison pill is in my view 110% un-American. A level playing field is required in order to permit Banta shareholders to decide who manages their company, not a poison pill. As you stated on your most recent conference call, your poison pill is in place to "make sure that your shareholders have the benefit of long-term look at the future." Shareholders now have had plenty of time to review your plan. Therefore, the pill is no longer necessary and we believe it is the board's fiduciary obligation to remove the poison pill and let the shareholders decide the future of Banta. Rest assured, if Banta shareholders were given a choice today, we are overwhelmingly convinced that they would choose our proposal. In fact, it would appear that the market finds our proposal to be superior to your "strategic initiatives" given the current share price, and performance of the stock after you announced your "strategic initiatives". I also find it comical that overnight you have come up with a $35 million cost savings plan. This plan has significant execution and market risk as compared to our fully-financed offer. The real decision you and your board must make is to compare our $47.00 per share cash proposal (or $31.00 per share if the acquisition is completed on or after November 10, 2006) to a highly risky plan that will not deliver any improvement until 2008 at the earliest. Therefore, we wanted to once again present you with our committed proposal. However, if you continue to entrench yourself and repeatedly ignore our proposal, we will have no choice but to explore alternative ways to successfully complete this transaction. I continue to believe that by putting these two companies together, we can create a major printing company that can compete in today's competitive price-driven world and serve the interests of our respective shareholders. I am again requesting you to consider our proposal as a way to save Banta for the long haul and deliver immediate shareholder value. You should do what is best for your shareholders, not what is best for you and your board. Thank you. Sincerely, CENVEO, INC. By: /s/ Robert G. Burton, Sr. Robert G. Burton, Sr. Chairman and CEO

 

 

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