EXHIBIT 99.1
JOINT PRESS RELEASE
[CENVEO LOGO] [XXXXXX CAPITAL MANAGEMENT LOGO] [GOOODWOOD LOGO]
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FOR IMMEDIATE RELEASE
CENVEO AND XXXXXX GROUP END PROXY CONTEST;
AGREEMENT WILL BENEFIT ALL SHAREHOLDERS
XXXXXX X. XXXXXX, XX. TO BE NAMED CHAIRMAN AND CEO
SPECIAL MEETING WILL NOT BE HELD
DENVER, CO AND GREENWICH, CT - September 9, 2005 - Cenveo(TM), Inc. (NYSE: CVO),
one of North America's leading providers of visual communications services, and
Xxxxxx Capital Management, LLC and Goodwood Inc., today announced that they have
reached an agreement to end their proxy contest.
Pursuant to an agreement entered into today, the current Cenveo board of
directors has approved a reconstituted board of directors which will consist of
the nominees proposed by Xxxxxx Capital Management and Goodwood Inc.; Xxxxxx
Xxxxxxxx, who is currently a director of Cenveo; and Xxxxxx Xxxxxxxx, the
Chairman and Chief Executive Officer of Horizon Paper Co., Inc., who Cenveo's
board, Xxxxxx Capital Management and Goodwood Inc. agreed would be a valuable
addition to the Cenveo board of directors. The transition in membership of the
board of directors will be effective as of noon, Eastern time, on Monday,
September 12, 2005. In light of this consensual resolution, Cenveo's September
14, 2005 special meeting of shareholders will not be held.
At the same time, Xxxxxx Xxxxxx, Xx. will be named Chairman and Chief Executive
Officer of Cenveo. Xx. Xxxxxx has over 30 years of experience in the printing
and media business.
Xxxxxx Xxxxxx said, "We are very pleased to have reached this agreement with
Cenveo and strongly believe that it is in the best interests of all Cenveo
shareholders, customers and employees. I appreciate the willingness of the
Cenveo board of directors to enter into this agreement and facilitate an orderly
resolution to the proxy contest. I look forward to leading the company to
deliver performance in a challenging environment, with the same intense focus on
enhancing shareholder value as I have had throughout my career. As I have
previously announced, I plan to bring on a team of proven industry veterans to
help lead Cenveo, and look forward to doing so promptly. Under my leadership, I
believe that Cenveo will be well positioned to generate strong results and
create value for all of its shareholders."
Xxxxxx X. Xxxxxx of Goodwood, said, "Xx. Xxxxxx created substantial shareholder
value in his recent assignments at Xxxxx Corporation Limited and former Kohlberg
Kravis Xxxxxxx & Co.'s portfolio company, World Color Press, Inc., and we look
forward to his stewardship of Cenveo."
Xxxxx Xxxxxx, who will step down as Chairman and Chief Executive Officer, said,
"We are pleased to have reached this settlement with Xxxxxx Capital Management
and Goodwood, which we believe is in the best interests of all Cenveo
shareholders, customers and employees. It is time to end the dispute and
redirect all of the company's efforts to creating value for shareholders."
Xxxxxx concluded, "I want to thank all of Cenveo's employees for their constant
support and dedication to our business during this period. The past six months
have reinforced how good a company Cenveo is."
Pursuant to the agreement between Cenveo and Xxxxxx Capital Management, it was
agreed that, for a period of three years, the company's charter and by-laws will
provide for the annual election of directors, the ability of shareholders to
remove directors without cause, and the ability of shareholders to call a
special meeting. It was also agreed that, for a period of four years, no related
party transactions will be entered into by Cenveo without the approval of
independent directors; that, for a period of two years, except with the approval
of independent directors, Cenveo will not alter, amend or repeal its shareholder
rights plan, nor exempt Xxxxxx Capital Management or its affiliates from
operation of the plan. Further, it was agreed that, except with the approval of
independent directors, for a period of one year, Xx. Xxxxxx will not dispose of
any Cenveo shares he currently holds.
In light of the current board's approval of the successor members of the board,
the transaction will not constitute a change of control for purposes of Cenveo's
debt agreements.
ABOUT CENVEO
Cenveo, Inc. (NYSE:CVO),xxx.xxxxxx.xxx, 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
9,000 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 2004 AND THE FIRST SIX MONTHS OF 2005, (4) THE MAJORITY OF
COMPANY'S SALES ARE NOT SUBJECT TO LONG-TERM CONTRACTS, (5) THE IMPACT OF
CHANGES IN THE BOARD OF DIRECTORS, THE COMPANY`S CEO AND OTHER MANAGEMENT AND
STRATEGIC DIRECTION THAT MAY BE MADE, (6) THE ABILITY TO EFFECTIVELY EXECUTE
COST REDUCTION PROGRAMS AND MANAGEMENT REORGANIZATIONS, (7) THE INDUSTRY IS
EXTREMELY COMPETITIVE DUE TO OVER CAPACITY, (8) THE IMPACT OF THE INTERNET AND
OTHER ELECTRONIC MEDIA ON THE DEMAND FOR ENVELOPES AND PRINTED MATERIAL, (9)
POSTAGE RATES AND OTHER CHANGES IN THE DIRECT MAIL INDUSTRY, (10) ENVIRONMENTAL
LAWS MAY AFFECT THE COMPANY'S BUSINESS, (11) THE ABILITY TO RETAIN KEY
MANAGEMENT PERSONNEL, (12) COMPLIANCE WITH RECENTLY ENACTED AND PROPOSED CHANGES
IN LAWS AND REGULATIONS AFFECTING PUBLIC COMPANIES COULD BE BURDENSOME AND
EXPENSIVE, (13) THE ABILITY TO SUCCESSFULLY IDENTIFY, MANAGE AND INTEGRATE
POSSIBLE FUTURE ACQUISITIONS, (14) DEPENDENCE ON SUPPLIERS AND THE COSTS OF
PAPER AND OTHER RAW MATERIALS AND THE ABILITY TO PASS PAPER PRICE INCREASES ONTO
CUSTOMERS, (15) THE ABILITY TO MEET CUSTOMER DEMAND FOR ADDITIONAL VALUE-ADDED
PRODUCTS AND SERVICES, (16) CHANGES IN INTEREST RATES AND CURRENCY EXCHANGE
RATES OF THE CANADIAN DOLLAR, (17) THE ABILITY TO MANAGE OPERATING EXPENSES,
(18) THE RISK THAT A DECLINE IN BUSINESS VOLUME OR PROFITABILITY COULD RESULT IN
A FURTHER IMPAIRMENT OF GOODWILL, AND (19) THE ABILITY TO TIMELY OR ADEQUATELY
RESPOND TO TECHNOLOGICAL CHANGES IN THE COMPANY'S INDUSTRY.
THESE RISKS AND UNCERTAINTIES ARE ALSO 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 WEBSITE AT XXXX://XXX.XXXXXX.XXX.
# # #
CONTACTS:
FOR CENVEO: FOR XXXXXX AND GOODWOOD:
INVESTORS:
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, Xx.
Senior Vice President & CFO President
Xxxxxx, Inc. Xxxxxx Capital Management, LLC
000-000-0000 000-000-0000
xxxxxx.xxxxxxxx@xxxxxx.xxx
MEDIA:
Xxxxx Xxxxx Xxxxxx X. Xxxxxx
Director of Communications Partner
Cenveo, Inc. Goodwood Inc.
000-000-0000 000-000-0000
Xxxxxxxxx XxxXxxxxx
Xxxxxx Xxxxxx/Xxxx Xxxxxxx
212-371-5999
