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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (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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NASHUA CORPORATION
[Letterhead of Nashua Corporation]
FOR IMMEDIATE RELEASE
Contact: Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
NASHUA SAYS NEWCASTLE'S REQUEST TO POSTPONE
RITTENHOUSE TRANSACTION IS MOOT
HIGHLY ACCRETIVE TRANSACTION CLOSED APRIL 17
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NASHUA, N.H., APRIL 18, 2000 -- Nashua Corporation (NYSE: NSH)
announced today that the Company's board of directors has determined that a
proposal submitted by the Newcastle Partners' Valuation Committee received
on April 17th to delay the completion of the Company's Rittenhouse
transaction is moot and unacceptable. As publicly announced yesterday,
Nashua has completed the Rittenhouse transaction.
Said Jerry Garbacz, Nashua Chairman and Chief Executive Officer,
"Newcastle's suggestion that we postpone the highly accretive Rittenhouse
acquisition ignored reality and reflects how little they understand about
the value of this transaction. The management teams of Nashua and
Rittenhouse worked together on all aspects of the transaction for over nine
months, with the active involvement of Nashua's board of directors. Closure
of the Rittenhouse transaction reflects the deliberate judgment of Nashua's
board of directors and financial advisors that the Rittenhouse transaction
is the best available means to enhance shareholder value."
Commenting on the Rittenhouse transaction, Garbacz continued,
"Nashua with Rittenhouse is clearly a more valuable and attractive company
and projected synergies are readily achievable. Rittenhouse nearly doubles
Nashua's revenues, substantially enhances our growth rate and earnings, and
improves our ability to meet customer needs. And, with Andy Albert as the
company's new president and chief operating officer, it adds a proven
industry leader to Nashua's management team. This outstanding transaction
will enable us to bring Nashua's turnaround to fruition."
Nashua has nominated all seven of its directors for re-election at
the Company's annual stockholders meeting to be held on April 25, 2000. The
Board has also stated that it will redeem the Preferred Stock Purchase
Rights issued in July, 1996, if approved by the majority of the
shareholders at the annual meeting.
Rittenhouse, which is now a wholly-owned subsidiary of Nashua
Corporation, manufactures and markets a wide range of specialty paper,
pressure-sensitive labels and imaging supplies. In paper, Rittenhouse is
primarily a converter of large rolls of paper into products such as
cut/roll, bond paper, thermal, point-of-sale, ATM and wide format papers.
In labels, it manufactures a wide assortment of pressure-sensitive and
entertainment tickets for both commercial and consumer use. In imaging, it
manufactures and markets ribbons for use in imaging devices. Rittenhouse,
headquartered in Chicago, has manufacturing facilities in Jefferson City,
TN, Dekalb, IL, and Los Angeles, CA.
Nashua Corporation markets specialty imaging products and services
to industrial and commercial customers. The Company's products include
thermal papers, pressure-sensitive labels and specialty papers, as well as
copier, ink jet and laser printer supplies. Additional information about
Nashua Corporation can be found on the World Wide Web at www.nashua.com.
If you have any questions related to the Nashua proxy, please call
our proxy solicitor Corporate Investor Communications, Inc., at
1-888-238-1257.
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 that
may be represented by this press release and those definitive proxy
materials. Copies of the proxy materials are available for no charge from
Nashua's proxy solicitor, Corporate Investor Communications, Inc. at the
toll-free number provided above, 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 "projected," "will enable," "will," 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, 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, failure to achieve the Rittenhouse transaction's synergies, 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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