Burton Delivers CVO-Banta Merger Agreement

STAMFORD, CT—Calling Stephanie Streeter’s choice to “hide behind” a poison pill “110 percent un-American,” Cenveo Chairman and CEO Robert Burton sent Streeter—Banta chairman, president and CEO—a proposed merger agreement as well as financing commitment documents to further underscore his commitment to a transaction between the companies.

The offer came with a hostile caveat, however. “. . .if you (Streeter) continue to entrench yourself and repeatedly ignore our proposal, we will have no choice but to explore alternative ways to successfully complete this transaction.”

In a September 20 letter to Streeter, Burton wrote that it was amusing to see Streeter’s announced strategic initiatives to increase shareholder value, in light of Cenveo’s offer. This “entrenchment,” Burton wrote, is a breach by Streeter and the Banta board of their fiduciary obligation to shareholders.

Burton has offered $47 a share, or $1.14 billion, for Banta; however, that figure drops to $31 a share on November 10, the trigger date of the special dividend for shareholders. That was among the strategic initiatives announced by Streeter earlier this month.

“You should do what is best for your shareholders, not what is best for you and your board,” he concluded.

Banta responded with a press release acknowledging receipt of Burton’s letter and promised to respond following a review period.