Cenveo Corporation, Subsidiary of Cenveo Inc., Announces the Determination of the Pricing Terms in Connection With Its Tender O

STAMFORD, Conn., June 9  /PRNewswire/ -- Cenveo Corporation, a Delaware corporation (the "Company") and wholly owned subsidiary of Cenveo, Inc. (NYSE: CVO, "Cenveo"), announced today the pricing terms of its previously announced tender offer and consent solicitation (the "Offer") for any and all of its 9-5/8% Senior Notes due 2012 (CUSIP No. 56032EAD5) (the "Notes") pursuant to the Offer to Purchase and Consent Solicitation Statement dated May 18, 2006 (the "Offer to Purchase"). As of 5:00 p.m., New York City time, tenders and consents had been received from holders of $339.5 million in aggregate principal amount of the Notes, representing approximately 97.0% of the outstanding Notes.

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The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the Consent Payment Deadline of June 1, 2006 is $1,074.26, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield of the 3-3/8% U.S. Treasury Note due February 28, 2007, which was calculated at 2:00 p.m., New York City time, on June 9, 2006.  The reference yield and tender offer yield are 5.142% and 5.642%, respectively.  Holders whose Notes were validly tendered and not withdrawn on or before the Consent Payment Deadline and are accepted for purchase by the Company will receive accrued and unpaid interest on the Notes up to, but not including, the initial payment date for the Offer, which will be June 21, 2006 or promptly thereafter.

Holders whose Notes are validly tendered after the Consent Payment Deadline, but on or prior to 12:00 midnight, New York City time, on June 22, 2006 (the "Expiration Date") and accepted for purchase by the Company will receive the tender offer consideration of $1,044.26 per $1,000 principal amount of Notes tendered, but will not receive the consent payment, and will receive accrued and unpaid interest on the Notes up to, but not including, the final payment date for the Offer, which will be promptly after the Expiration Date.

The tender offer remains open and is scheduled to expire on the Expiration Date, unless extended or earlier terminated. The Offer is subject to the satisfaction of certain conditions, including the receipt of debt financing that, together with balance sheet and/or otherwise available cash, if necessary, is sufficient to fund the Offer and certain related payments and expenses on terms satisfactory to the Company in its sole discretion and satisfaction or waiver of certain other conditions, all as described in the Offer to Purchase. The Company may amend, extend or terminate the Offer in its sole discretion.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting D.F. King and Co., Inc., the information agent for the offer, at [phone] (collect) or [phone] (U.S. toll-free). Banc of America Securities LLC and Wachovia Securities are the dealer managers and solicitation agents for the tender offer and consent solicitation. Additional information concerning the tender offer and consent solicitation may be obtained by contacting Banc of America Securities LLC, High Yield Special Products, at [phone] (collect) or [phone] (U.S. toll-free) or Wachovia Securities, Liability Management Group, at [phone] (collect) or [phone] (US toll-free).

The supplemental indenture effecting the proposed amendments to the indenture governing the Notes has been executed. The proposed amendments, however, will become operative only when the validly tendered Notes are accepted for purchase by the Company pursuant to the terms of the Offer.  In accordance with the terms of the Offer, tendered Notes may no longer be withdrawn and delivered consents may not be revoked, unless the Company makes a material change to the terms of the Offer or is otherwise required by law to permit withdrawal or revocation.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any Notes or other securities, nor shall there be any sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is also not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes or other securities. The Offer is being made solely by the Offer to Purchase.

Cenveo is one of North America's leading providers of print and visual communications, with one-stop services from design through fulfillment. The Company's broad portfolio of services and products include commercial printing, envelopes, labels, packaging and business documents delivered through a network of production, fulfillment and distribution facilities throughout North America.

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual result to differ materially from such forward-looking statements. Those assumptions, risks and uncertainties include, without limitation: (1) uncertainties regarding future growth and the ability to realize interest cost savings through the proposed debt tender or otherwise; (2) substantial indebtedness impairing our financial condition and limiting our ability to incur additional debt; (3) indebtedness imposing significant restrictions on our business; (4) additional indebtedness exacerbating the above factors; (5) debt instruments providing cross defaults causing all debt to become due and payable as a result of a default under an unrelated debt instrument; (6) our history of losses and uncertain return to consistent profitability; (7) the absence of long-term customer agreements in our industry, subjecting our business to fluctuations; (8) factors affecting the U.S. postal services; (9) increases in paper costs and decreases in its availability; (10) availability of alternative delivery media; (11) intense competition; (12) supply, availability, and costs of raw materials and components; (13) fires or explosions at any of the Company's facilities; (14) environmental rules and regulations, non-compliance with which may expose the Company to adverse consequences; (15) acquisitions that might be unsuccessful; (16) contract pricing and timing of awards; (17) changing economic and political conditions in the U.S. and in other countries; (18) dependence on key management personnel; (19) customer product acceptance; (20) continued access to technical and capital resources; (21) availability of insurance coverage at acceptable terms; (22) changes in accounting or tax rules or pronouncements; (23) actual pension asset returns and assumptions regarding future returns, discount rates, and service costs; (24) changes in cost estimates related to restructuring or relocation of facilities; (25) the timing and extent of changes in interest rates; (26) access to capital markets and the costs thereof; (27) legal proceedings; (28) other economic, political, and technological risks and uncertainties; and (29) the risk of termination by the Company of the Offer at any time in accordance with the terms of the Offer to Purchase.

This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact the Company's business. Additional information regarding these and other factors may be contained in the Parent's filings with the SEC. All such risk factors are difficult to predict, contain material uncertainties that may affect actual results and may be beyond the Company's control.

These risks and uncertainties are set forth under Item 1 and Item 1A, Risk Factors, in Cenveo's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and Cenveo's other SEC filings. A copy of the Annual Report is available at http://www.cenveo.com/.

Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at [phone]. 

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DATASOURCE: Cenveo Corporation



CONTACT:  Robert G. Burton, Jr. of Cenveo Corporation, [phone]



Web site:  http://www.cenveo.com/ 

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