May 7, 2009 (FinancialWire) — Cenveo, Inc. (NYSE: CVO) has signed a definitive agreement to acquire all of the common shares of Nashua Corp. (NASDAQ: NSHA) in a stock and cash transaction valued at around $44.4 million, including the assumption of Nashua debt.

Nashua is engaged in the label and specialty paper markets. Cenveo said that the combination would strengthen its position in pharmaceutical and shelf label market as well as to expand upon Nashua’s position in the point of sale and wide-format printing markets.

Under the terms of the agreement, each share of common stock of Nashua will be converted into the right to receive $0.75 per share in cash and $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.

After the close, Nashua’s shareholders will own around 11% of the combined company. Cenveo has also entered into a voting agreement with certain members of Nashua’s directors and executive officers, including Nashua CEO Tom Brooker, as well as with Newcastle Partners, L.P. The persons and entities who have signed the voting agreement collectively own around 23% of Nashua’s common stock.

The agreement has been approved by the boards of both companies and is scheduled to close during the summer. Cenveo said it expects the acquisition to be accretive to its earnings.

Stamford, Connecticut-based Cenveo is engaged in the management and distribution of print and related products and services. The company’s core businesses is commercial printing and packaging, envelope, form, and label manufacturing, and publisher services.

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