Cadmus Communications Corporation and Cenveo, Inc. to Merge

Dec 29, 2006


Cadmus Communications Corporation and Cenveo, Inc. have entered into a definitive merger agreement for Cenveo to acquire Cadmus in an all-cash merger at a price of $24.75 per share. The total value of the transaction, including Cenveo's assumption of Cadmus' debt, is expected to be approximately $430 million at closing.

Cadmus' board of directors unanimously approved the merger agreement and is unanimously recommending that Cadmus' shareholders approve the transaction. The transaction, expected to close during the first calendar quarter of 2007, requires the approval of Cadmus' shareholders and regulatory approvals and the satisfaction of certain other closing conditions contained in the merger agreement.

In connection with the merger, Clary Limited, Purico (IOM) Limited, Melham US Inc. and Bruce V. Thomas entered into a voting agreement with Cenveo pursuant to which they have agreed to vote their shares of Cadmus in favor of the merger.

Headquartered in Richmond, Virginia, Cadmus is a provider of content management and production services to scientific, technical and medical journal publishers, a periodicals printer, and a provider of specialty packaging and promotional printing services. Headquartered in Stamford, Connecticut, Cenveo is a provider of print and visual communications, with services from design through fulfillment.

Cadmus was advised by Deutsche Bank Securities Inc., which rendered a fairness opinion to the Cadmus Board of Directors. Willkie Farr & Gallagher LLP and Troutman Sanders LLP served as legal advisors to Cadmus on the transaction.