EXHIBIT 99.1
[CENVEO LOGO]
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FOR IMMEDIATE RELEASE INVESTORS:
Michel P. Salbaing
Senior Vice President & CFO
Cenveo, Inc.
303-790-8023
michel.salbaing@cenveo.com
MEDIA:
Kathy Hedin
Director of Communications
Cenveo, Inc.
303-566-7494
Abernathy MacGregor
Rhonda Barnat/Patrick Linehan
212-371-5999
CENVEO TO EVALUATE STRATEGIC ALTERNATIVES
ADOPTS RIGHTS PLAN AND BY-LAW AMENDMENTS
ENGLEWOOD, Co., April 18, 2005 - Cenveo(TM) Inc. (NYSE: CVO) 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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ABOUT CENVEO, INC.
Cenveo, Inc. (NYSE: CVO), www.cenveo.com, is one of North America's leading
providers of visual communications with one-stop services from design through
fulfillment. The Company is uniquely positioned to serve both direct customers
through its commercial segment, and distributors and resellers of printed office
products through its Quality Park resale segment. The Company's broad portfolio
of services and products include e-services, envelopes, offset and digital
printing, labels and business documents. Cenveo currently has approximately
10,000 employees and more than 80 production locations plus five advanced
fulfillment and distribution centers throughout North America. In 2004 and 2005,
Cenveo was voted among Fortune Magazine's Most Admired Companies in the printing
and publishing category and has consistently earned one of the highest Corporate
Governance Quotients by Institutional Shareholder Services. The Company is
headquartered in Englewood, Colorado.
Cenveo and Vision Delivered are either trademarks or registered trademarks of
Cenveo, Inc.
FORWARD-LOOKING STATEMENTS
STATEMENTS MADE IN THIS RELEASE, OTHER THAN THOSE CONCERNING HISTORICAL
FINANCIAL INFORMATION, MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS, WHICH ARE
SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING WITHOUT LIMITATION: (1) GENERAL
ECONOMIC, BUSINESS AND LABOR CONDITIONS, (2) THE ABILITY TO IMPLEMENT THE
COMPANY'S STRATEGIC INITIATIVES, (3) THE ABILITY TO REGAIN PROFITABILITY AFTER
SUBSTANTIAL LOSSES IN 2002 AND 2001 AND IN THE FIRST QUARTER OF 2004, (4) THE
MAJORITY OF COMPANY'S SALES ARE NOT SUBJECT TO LONG-TERM CONTRACTS, (5) THE
INDUSTRY IS EXTREMELY COMPETITIVE DUE TO OVER CAPACITY, (6) THE IMPACT OF THE
INTERNET AND OTHER ELECTRONIC MEDIA ON THE DEMAND FOR ENVELOPES AND PRINTED
MATERIAL, (7) POSTAGE RATES AND OTHER CHANGES IN THE DIRECT MAIL INDUSTRY, (8)
ENVIRONMENTAL LAWS MAY AFFECT THE COMPANY'S BUSINESS, (9) THE ABILITY TO RETAIN
KEY MANAGEMENT PERSONNEL, (10) COMPLIANCE WITH RECENTLY ENACTED AND PROPOSED
CHANGES IN LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES COULD BE BURDENSOME
AND EXPENSIVE, (11) THE ABILITY
TO SUCCESSFULLY IDENTIFY, MANAGE AND INTEGRATE POSSIBLE FUTURE ACQUISITIONS,
(12) DEPENDENCE ON SUPPLIERS AND THE COSTS OF PAPER AND OTHER RAW MATERIALS AND
THE ABILITY TO PASS PAPER PRICE INCREASES ONTO CUSTOMERS, (13) THE ABILITY TO
MEET CUSTOMER DEMAND FOR ADDITIONAL VALUE-ADDED PRODUCTS AND SERVICES, (14)
CHANGES IN INTEREST RATES AND CURRENCY EXCHANGE RATES OF THE CANADIAN DOLLAR,
(15) THE ABILITY TO MANAGE OPERATING EXPENSES, (16) THE RISK THAT A DECLINE IN
BUSINESS VOLUME OR PROFITABILITY COULD RESULT IN A FURTHER IMPAIRMENT OF
GOODWILL, AND (17) THE ABILITY TO TIMELY OR ADEQUATELY RESPOND TO TECHNOLOGICAL
CHANGES IN THE COMPANY'S INDUSTRY.
DISCUSSION OF ADDITIONAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM MANAGEMENT'S PROJECTIONS, FORECASTS, ESTIMATES AND EXPECTATIONS
IS SET FORTH UNDER MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION IN THE CENVEO, INC. ANNUAL REPORT FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2004, AND IN THE COMPANY'S OTHER SEC FILINGS. A COPY OF THE
ANNUAL REPORT IS AVAILABLE ON THE COMPANY'S WEB SITE AT HTTP://WWW.CENVEO.COM.