October 03. 2006 2:00AM - Last modified: March 14. 2012 2:02PM

Banta's board rejects unsolicited buyout offer

By Jim Butman

Banta Corp.'s board of directors today unanimously rejected Cenveo Inc.'s unsolicited offer to buy the Menasha printing firm for $47 per share.

After consulting with its financial and legal advisors, the board determined that the proposal was not in the best interests of Banta's shareholders or its other constituents.

Banta also announced today that the board has authorized its management, in consultation with its financial advisor, UBS Investment Bank, to explore all potential strategies for further maximizing shareholder value, including, but not limited to, remaining independent, joint ventures, mergers, acquisitions, further return of capital, or the sale of the company.

Stephanie Streeter, Banta's chairman, president and chief executive officer, said, "After a thorough review with our financial and legal advisors, our board has rejected Cenveo's proposal. While the board and management continue to have complete confidence in Banta's current long-term strategy and believe Banta is well positioned to thrive as an independent company, the board remains committed to continuing to seek opportunities to further enhance value for all Banta shareholders. Consistent with that commitment and its fiduciary obligations, the board believes it is an appropriate time to undertake a comprehensive process to identify and study all of the value- creating options available to the company."

In addition, the company announced that the unsolicited proposal from Cenveo has automatically triggered a company requirement to fund a trust, which will hold restricted cash assets available to cover payments, both immediate and long- term, due to certain retired and active Banta employees. The payments include deferred compensation and retirement benefits already earned by the employees, as well as potential compensation and benefits that may become due to current employees in connection with a change in control.

The requirement to irrevocably fund the trust was adopted by Banta's board in January 1990. If a change in control does not occur within the time period provided under the trust, the trust assets will be released by the trustee and returned to the control of Banta.

Earlier this month, Banta announced a restructuring plan that will involve closing several plants and eliminating more than 500 jobs.


 


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