Cenveo to Banta: Nothing More Unamerican than a Poison Pill

by Johnny Debacle

Robert Burton, CEO of Cenveo (NYSE: CVO), gave a tour de force performance in strong-arming a company into accepting a takeover offer. The target of Cenveo’s $47 per share bid is Banta (NYSE: BN), a printing company about the same size as Cenveo. Some choice cuts from the Cenveo CEO’s letter:

Dear Ms. Streeter [CEO of Banta]:

As you might expect, following our prior proposals to acquire Banta, we were amused to read in your press release on September 14th that Banta has adopted “strategic initiatives” to “create value for shareholders.” At Cenveo, we are always working to create value for shareholders and do not wait until we have received proposals from third parties to do so.

The fact that you continue to dismiss our proposal as “illusory” is outrageous and further demonstrates your entrenchment. I personally believe that you and the Banta board have breached your fiduciary duties to shareholders by taking actions to entrench yourself by not responding to my September 5, 2006 letter and the $47.00 per share proposal to purchase Banta.

Further, to say, as you did on your call, that we were unable to reach an agreement on the terms of a “standard” confidentiality agreement is a joke. We have offered to meet with you and to provide you with information about our commitment from Lehman Brothers and Wachovia WITHOUT OBTAINING ANY CONFIDENTIAL INFORMATION FROM YOU.

The fact that you and your board continue to hide behind your poison pill is in my view 110% un-American.

I also find it comical that overnight you have come up with a $35 million cost savings plan. This plan has significant execution and market risk as compared to our fully-financed offer.

I am again requesting you to consider our proposal as a way to save Banta for the long haul and deliver immediate shareholder value. You should do what is best for your shareholders, not what is best for you and your board. Thank you.


I recommend reading the whole thing. It comes close to but doesn’t cross the Patrick Byrne line of executive overboardedness.

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