NASHUA, NH -- (Marketwire) -- 05/07/09 -- Cenveo, Inc. (NYSE: CVO) announced today that the Company has signed a definitive merger agreement to acquire all of the shares of Nashua Corporation (NASDAQ: NSHA) in a stock and cash transaction valued at approximately $44 million including the assumption of Nashua debt.

Founded in 1849, Nashua, with annual revenues of $265 million in 2008, is one of the industry's highly regarded manufacturers and converters of label and specialty paper products with 650 employees and manufacturing facilities in California, Nebraska, New Hampshire and Tennessee. Nashua's Label Products Division is a market leader manufacturing pressure sensitive labels for supermarket, prescription, distribution and RFID applications. Nashua's Specialty Paper Products Division is a leading manufacturer / converter of point-of-sale receipt paper (used in retail, gaming and package identification applications), coated thermal papers (used to manufacturer thermal label products) and printable, wide-format media (including the Dietzgen brand name).

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

Under the terms of the definitive merger 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. 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., a major Nashua shareholder. 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.