UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
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[ ] Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
NASHUA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA EXPECTS RITTENHOUSE ACQUISITION TO
BE ACCRETIVE TO EPS BEGINNING IN 2000
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NASHUA, N.H., APRIL 7, 2000 -- Nashua Corporation (NYSE: NSH), a
leading manufacturer of specialty coated products, labels, toners and
developers, said today that its planned acquisition of privately-held
Rittenhouse Paper Company, announced on March 22, is expected to be
accretive on an annualized basis to Nashua's 2000 earnings per share (EPS)
by approximately $0.37, and to 2001 EPS by approximately $0.77, based on
anticipated operational and overhead synergies. In 1999, Nashua and
Rittenhouse had 1999 revenues of approximately $170 million and $140
million, respectively.
The transaction is expected to be completed this month, subject to
Hart-Scott-Rodino clearance, other customary closing conditions and
possible termination if not closed by April 24, 2000 or extended by
Rittenhouse. Nashua has obtained a commitment from Fleet Bank - New
Hampshire and LaSalle Bank to finance the transaction.
Said Jerry Garbacz, Chairman, President and Chief Executive Officer
of Nashua, "Rittenhouse will make Nashua the #1 specialty thermal
paper/label manufacturer in the U.S., culminating our turnaround strategy
which began in 1996. The combination of Nashua and Rittenhouse will create
a much more valuable and attractive company."
Said Andy Albert, President and Chief Executive Officer of
Rittenhouse, who will become President and Chief Operating Officer of
Nashua upon the closing of the transaction, "This compelling combination
will leverage the core competencies of both companies and expand our
product offerings to our respective customers. It will also optimize our
manufacturing equipment utilization and increase productivity. Together, we
will be better positioned to meet the needs of our customers and achieve
growth."
Rittenhouse manufactures and markets a wide range of specialty
thermal, carbonless and bond papers, pressure-sensitive labels and imaging
supplies. In paper, Rittenhouse is primarily a converter and printer of
products serving the retail, financial, business machine and
engineering/architectural markets. The Company also manufactures a wide
assortment of pressure-sensitive labels and venue tickets for commercial
and consumer use. In imaging, it manufactures and markets ribbons for use
in retail, financial and office equipment. Rittenhouse, headquartered in
Chicago, has manufacturing facilities in Jefferson City, TN, Dekalb, IL,
and Los Angeles, CA. Additional information about Rittenhouse can be found
at www.rithouse.com.
Nashua Corporation markets specialty imaging products and services to
industrial and commercial customers. The Company's products include thermal
coated papers, pressure-sensitive labels and other specialty papers, as
well as Ricoh-compatible and Xerox-compatible toners and developers.
Additional information about Nashua Corporation can be found at
www.nashua.com.
AVAILABILITY OF PROXY MATERIALS INCLUDING PARTICIPANT INFORMATION
On March 20, 2000, Nashua filed with the SEC definitive proxy materials to
be used to solicit votes for the re-election of its Board at its annual
meeting of shareholders, which will be held on April 25, 2000. Nashua
strongly advises all its shareholders to read these materials when they
receive them because they contain important information.
The proxy statement included in Nashua's definitive proxy materials as
supplemented contains a list of the participants in any solicitation on
behalf of the Board of Directors of Nashua. Copies of these proxy materials
are available for no charge from Nashua's proxy solicitor, Corporate
Investor Communications, Inc. at the toll-free number 1-888-238-1257, and
from the SEC's web site at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. When
used in this press release, the words "anticipates," "will be," "expects,"
"is expected to be," "planned," and similar expressions are intended to
identify such forward-looking statements. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to
differ materially from those anticipated. Such risks and uncertainties
include, but are not limited to, failure to complete the Rittenhouse
acquisition or achieve its anticipated synergies, the Company's future
capital needs and resources, fluctuations in customer demand, intensity of
competition from other vendors, timing and acceptance of new product
introductions, delays or difficulties in programs designed to increase
sales and profitability, general economic and industry conditions, the
settlement of various tax issues, and other risks set forth in the
Company's filings with the Securities and Exchange Commission. The Company
assumes no obligation to update the information contained in this press
release.
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