BALA CYNWYD, Pa., May 8, 2009 (GLOBE NEWSWIRE) -- Law office of Brodsky & Smith, LLC announces that it is investigating potential claims against the Board of Directors of Nashua Corporation ("Nashua" or the "Company") (Nasdaq:NSHA) relating to the proposed acquisition by Cenveo, Inc. ("Cenveo") (NYSE:CVO) and NM Acquisition Corp., its wholly owned subsidiary. Cenveo has agreed to acquire Nashua in a mixed cash and stock deal valued at approximately $44.4 million (including the assumption of Nashua debt).
Under the proposed 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 presently valued at $6.88 per Nashua share (approximately 89% in stock and 11% in cash).
The investigation concerns possible breaches of fiduciary duty and other violations of state law related to the Nashua board's approval of the proposed merger. The transaction appears to be unfair, in part, given that Nashua stock was trading at over $8.00 a share as recently as September 2008 and traded well above $9.00 a share for much of the first three quarters of 2008. Additionally, as recently as April 2009, Cenveo was trading for $2.80 a share and the stock has traded for as low as $1.68 a share in 2009.
If you own shares of Nashua and wish to discuss the legal ramifications of the proposed acquisition by Cenveo, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Evan J. Smith, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at clients@brodsky-smith.com, or by calling toll free 877-LEGAL-90.