Transaction expected to be accretive to earnings

STAMFORD, Conn., May 7 /PRNewswire-FirstCall/ -- Cenveo, Inc. (NYSE: CVO) announced today the signing of a definitive merger agreement pursuant to which Cenveo will acquire all of the common shares of Nashua Corporation (Nasdaq: NSHA) in a stock and cash transaction valued at approximately $44.4 million including the assumption of Nashua debt. The combination will enable Cenveo to expand the range of products and services it offers customers, while at the same time enhancing its existing offerings to the pharmaceutical, retail & grocery store shelves, and pressure sensitive label markets. Founded in 1849, Nashua, with annual revenues of $265 million in 2008 and operations across the United States, is a recognized leader in the label and specialty paper markets. This combination is expected to strengthen Cenveo's position in pharmaceutical and shelf label market as well as to expand upon Nashua's position in the point of sale and wide-format printing markets.

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The agreement has been approved by the Boards of Directors of both companies and is expected to close during the summer. The acquisition is expected to be accretive to Cenveo's earnings and is subject to customary closing conditions, including approval of Nashua's shareholders.

Under the terms of the definitive agreement, each share of common stock of Nashua will be converted into the right to receive (i) $0.75 per share in cash and (ii) $6.13 per share in Cenveo common stock, provided, that in no event will a Nashua share be exchanged for less than 1.168 of a Cenveo share or more than 1.635 of a Cenveo share. Based on the closing price of Cenveo's common stock on May 6, 2009, the last trading day prior to the announcement, the total consideration is valued at $6.88 per Nashua share, with an implied consideration mix of approximately 89% in stock and 11% in cash. Upon completion of the transaction, it is anticipated that Nashua's shareholders will own approximately 11% of the combined company, based on yesterday's closing price of Cenveo's shares. Cenveo has also entered into a Voting Agreement with certain members of Nashua's directors and executive officers, including Tom Brooker, Nashua's CEO and President as well as with Newcastle Partners, L.P. The persons and entities who have signed the Voting Agreement collectively own approximately 23% of Nashua's common stock. Pursuant to the Voting Agreement, they have, among other things, agreed to vote in favor of the transaction with Cenveo.

Robert G. Burton, Chairman and Chief Executive Officer of Cenveo stated:

"The acquisition of Nashua brings together two of the nation's most respected printers to strengthen our label platform and expand our product offerings. Nashua's operations both strategically mirror and complement Cenveo's product line and will create immediate cross- selling opportunities for both companies' customers.