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Banta Rejects Cenveo Bid, To explore other options, Cenveo raises offer

Wednesday, October 04, 2006

Press release from the issuing company

Oct. 3 -- Banta Corporation, a leading printer of books, magazines, catalogs and direct marketing materials, and a global provider of supply-chain management services, today announced that its Board of Directors, in consultation with its financial and legal advisors, has unanimously rejected Cenveo, Inc.'s unsolicited proposal to acquire Banta for $47 per share. The Board of Directors determined that the proposal is not in the best interests of Banta shareholders or its other constituents. (Editor's note: Cenveo sent another offer after Banta made this announcement. See the letter below.) Banta also announced today that the Board has authorized management, in consultation with its financial advisor, UBS Investment Bank, to explore all potential strategies for further maximizing shareholder value, including, but not limited to, remaining independent, joint ventures, mergers, acquisitions, further return of capital, or the sale of the Company. Banta advised that there can be no assurances that the evaluation will result in a transaction of any kind. The Company also advised that it does not intend to disclose developments regarding its evaluation unless, and until, a final decision is made. Stephanie A. Streeter, Banta Chairman, President and Chief Executive Officer, said, "After a thorough review with our financial and legal advisors, our Board has rejected Cenveo's proposal. While the Board and management continue to have complete confidence in Banta's current long-term strategy and believe Banta is well positioned to thrive as an independent company, the Board remains committed to continuing to seek opportunities to further enhance value for all Banta shareholders. Consistent with that commitment and its fiduciary obligations, the Board believes it is an appropriate time to undertake a comprehensive process to identify and study all of the value- creating options available to the Company." The Company also announced that the unsolicited proposal from Cenveo has automatically triggered the requirement to fund a trust, which will hold restricted cash assets available to cover payments, both immediate and long- term, due to certain retired and active Banta employees. These payments include deferred compensation and retirement benefits already earned by these employees, as well as potential compensation and benefits that may become due to current employees in connection with a change in control. The requirement to irrevocably fund the trust, which was adopted by Banta's Board in January 1990 and has been disclosed regularly in SEC filings since then, was triggered solely by the recent actions taken by Cenveo, and was not the result of any action by the Banta Board of Directors. Banta said that approximately $100 million has been used to fund the trust. In the event that a change in control does not occur within the time period provided under the trust, the trust assets will be released by the trustee and returned to the control of Banta. On September 14, 2006, the Company provided guidance for continuing operations for full-year 2006, 2007 and 2008. The Company today reaffirmed this prior guidance. ------ Cenveo Responds: Cenveo, Inc. today announced that it sent a revised merger proposal to Banta Corporation: Ms. Stephanie A. Streeter Chairman, President and Chief Executive Officer Banta Corporation 225 Main Street Menasha, WI 54952-2003 Dear Ms. Streeter: We were disappointed to read in your press release issued today that Banta's Board of Directors has rejected our proposal to acquire Banta for $47 per share. We continue to believe that a combination of these two companies is in the best interests of both Companies' shareholders and will create a company that could be a powerhouse in the printing industry. This letter represents our best and final proposal to acquire Banta. Despite your rejection, we remain enthusiastic about acquiring Banta. After spending much time evaluating the synergistic fit and complementary nature of our companies, we are increasing the price at which we propose to acquire Banta to $50 per share in cash (or $34.00 per share if the acquisition is completed after the record date for your "special" dividend). The other terms of our proposal are reflected in the draft merger agreement that was sent to you on September 20, 2006. Our proposal remains subject to receipt of acceptable disclosure schedules. We are also forwarding a copy of the revised commitment letter that we have received from Lehman Brothers and Wachovia in order to evidence the commitment we have received to finance the transaction at the new price per share set forth in this letter. If we do not receive your disclosure schedules to our previously provided merger agreement in form and substance acceptable to us and you do not accept our proposal by 5 p.m. (New York time) on Tuesday, October 31, 2006, our proposal to acquire Banta at $50 per share in cash (or $34.00 per share if the acquisition is completed after the record date for your "special" dividend), and all of our prior proposals to acquire Banta will expire. At that time, we will then re-examine all of our alternatives. Since we made our original proposal almost eight weeks ago, we believe that our deadline will provide you with plenty of time to determine if there are any third parties willing to pay more than Cenveo and otherwise conclude your exploration of potential "strategies for maximizing shareholder value". I continue to have the highest respect for Banta's manufacturing and sales organization. With the proper senior management leadership and a much larger business platform, we believe that the Banta/Cenveo combination would be a major success in our price-driven world. We hope that you accept our proposal in order to allow these two companies to start focusing on the future. We look forward to your timely response. Thank you. Sincerely, CENVEO, INC. By: /s/ Robert G. Burton, Sr. Robert G. Burton, Sr. Chairman and CEO cc: Jameson Adkins Baxter John F. Bergstrom Henry T. DeNero David T. Gibbons Janel S. Haugarth Pamela J. Moret Paul C. Reyelts Ray C. Richelsen Michael J. Winkler

 

 

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