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(M2 PressWIRE Via Acquire Media NewsEdge) StandoutStocks.com "Stocks that Standout" picks for today are: Cenveo, Inc. (NYSE: CVO), deCODE genetics, Inc. (NASDAQ: DCGN), ShengdaTech, Inc. (NASDAQ: SDTH), Universal Detection Technology (OTCBB: UNDT), Vanda Pharmaceuticals Inc. (NASDAQ: VNDA)...and Proudly Introducing Proprietary Push Technology (PPT).
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May 07, 2009 -- Cenveo, Inc. (NYSE: CVO) announced today that the Company has signed a definitive merger agreement to acquire all of the shares of Nashua Corporation (NASDAQ: NSHA) in a stock and cash transaction valued at approximately $44 million including the assumption of Nashua debt.
Founded in 1849, Nashua, with annual revenues of $265 million in 2008, is one of the industry's highly regarded manufacturers and converters of label and specialty paper products with 650 employees and manufacturing facilities in California, Nebraska, New Hampshire and Tennessee. Nashua's Label Products Division is a market leader manufacturing pressure sensitive labels for supermarket, prescription, distribution and RFID applications. Nashua's Specialty Paper Products Division is a leading manufacturer / converter of point-of-sale receipt paper (used in retail, gaming and package identification applications), coated thermal papers (used to manufacturer thermal label products) and printable, wide-format media (including the Dietzgen brand name).
The agreement has been approved by the Boards of Directors of both companies and is expected to close during the summer. The acquisition is subject to customary closing conditions, including approval of Nashua's shareholders.
Under the terms of the definitive merger 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 valued at $6.88 per Nashua share, with an implied consideration mix of approximately 89% in stock and 11% in cash. Upon completion of the transaction, it is anticipated that Nashua's shareholders will own approximately 11% of the combined company. Cenveo has also entered into a Voting Agreement with certain members of Nashua's directors and executive officers, including Tom Brooker, Nashua's CEO and President, as well as with Newcastle Partners, L.P., a major Nashua shareholder. The persons and entities who have signed the Voting Agreement collectively own approximately 23% of Nashua's common stock. Pursuant to the Voting Agreement, they have, among other things, agreed to vote in favor of the transaction with Cenveo.
Robert G. Burton, Chairman and Chief Executive Officer of Cenveo, stated:
"The acquisition of Nashua brings together two of the nation's most respected printers to strengthen our label platform and expand our product offerings. Nashua's operations both strategically mirror and complement Cenveo's product line and will create immediate cross-selling opportunities for both companies' customers. The acquisition of Nashua, with its storied history and strategic niche product offerings, is an example of how we intend to grow our company by acquiring leaders in high growth sectors of the printing industry. We expect this acquisition to be accretive to earnings."
Thomas G. Brooker, Nashua's President and Chief Executive Officer, stated:
"By becoming a part of the third largest graphic communications company in North America, Nashua is better positioned to reach the next level of performance and market share growth in the attractive niche markets we serve. Nashua will become part of a much larger business, a business better able to meet the growing and full service needs of Nashua's customers, and use this expanded scale to deliver increased efficiencies and a wider service offering to them."
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the transaction, Cenveo, Inc. ("Cenveo") plans to file with the United States Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 in connection with the transaction and Nashua Corporation ("Nashua") plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Cenveo, Nashua, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available.
Cenveo and Nashua, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Cenveo's directors and executive officers is contained in Cenveo's Form 10-K for the year ended January 3, 2009 and its proxy statement dated April 6, 2009, which are filed with the SEC. As of March 2, 2009, Cenveo's directors and executive officers beneficially owned approximately 6,297,234 shares, or 11.4%, of Cenveo's common stock. Information regarding Nashua's directors and executive officers is contained in Nashua's Form 10-K for the year ended December 31, 2008 and its proxy statement dated March 31, 2009, which are filed with the SEC. As of May 6, 2009, Nashua's directors and executive officers beneficially owned approximately 1,252,642 shares, or 22.5%, of Nashua's common stock. A more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus.
About Nashua
Nashua Corporation manufactures and markets a wide variety of specialty imaging products and services to industrial and commercial customers to meet various print application needs. Nashua's products include thermal coated papers, pressure-sensitive labels, bond, point of sale, ATM and wide format papers, entertainment tickets, and ribbons for use in imaging devices.
May 7, 2009 -- deCODE genetics, Inc. (NASDAQ: DCGN) today announced that it will report its first quarter 2009 financial results in a press release to be issued on Monday, May 11, after the close of the market in New York. The company will host a live webcast of its conference call to discuss these results and recent operating highlights on Tuesday, May 12, at 8am Eastern Daylight Time/ 12pm GMT/1pm British Summer Time.
The webcast can be accessed through the Investors page of deCODE's website or through Earnings.com. Please log in to the webcast 15 minutes prior to the scheduled start of the call. The call will be archived for at least a week on each site. For those unable to listen to the webcast because of company firewall or other issues, a digitized audio replay will also be available by telephone from approximately 10am EDT on Tuesday, May 12 and for one week thereafter. The dial-in replay numbers are: 1-(800)-475-6701 in the U.S., and +1-(320)-365-3844 for those calling from outside the U.S. The access code is 100482.
May 7, 2009 -- ShengdaTech, Inc. ("ShengdaTech" or "The Company") (NASDAQ: SDTH), a leading manufacturer of nano precipitated calcium carbonate ("NPCC"), today announced it will host a conference call at 9:00 a.m. EDT on Tuesday, May 12, 2009, to discuss the 2009 first quarter financial results.
Joining Mr. Xiangzhi Chen, ShengdaTech's Chief Executive Officer, will be Mr. Andrew Chen, Chief Financial Officer, Ms. Anhui Guo, Chief Operating Officer, and Mr. Crocker Coulson, President of CCG Investor Relations.
To participate in the conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: 888-419-5570. International callers should dial +1-617-896-9871. The pass code for the call is 78452992.
If you are unable to participate in the call at this time, a replay will be available for 14 days starting on Tuesday, May 12, 2009 at 11:00 a.m. EDT. To access the replay, dial 888-286-8010. International callers should dial +1-617-801-6888. The conference pass code is 76540245.
This conference call will be broadcast live over the Internet and can be accessed by all interested parties by going to the company's website. Please access the link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live broadcast, a 90-day replay will be available shortly after the call by going to the company's website.
About ShengdaTech, Inc.
ShengdaTech is engaged in the business of manufacturing, marketing and selling nano precipitated calcium carbonate ("NPCC") products. The Company converts limestone into NPCC using its proprietary technology co-developed with Tsinghua University. ShengdaTech is the only company possessing proprietary NPCC technology in China. In addition to its broad customer base in China, the Company currently exports to Singapore, Thailand, South Korea, Malaysia, Vietnam, India and Israel.
May 7, 2009 -- Universal Detection Technology (OTCBB: UNDT), a developer of early-warning monitoring technologies to protect people from bioterrorism and other infectious health threats and provider of counter-terrorism consulting and training services, reported today that it has entered into a partnership agreement with Precision Sensors Instrumentation (PSI), a leading developer of passive zone security sensors. As part of the agreement, UNDT plans to market the sensors in the United States.
PSI has adapted one of the most sensitive seismic sensors available today and has adapted it into an ultra-sensitive position sensor. The sensor remotely detects intruders into a security zone by detecting the unique seismic signature they produce either on foot or by vehicles. The sensor is also designed to be totally passive and undetectable and can function without the need of line of sign visibility. The sensor can optimally be used for border protection or the physical security of a perimeter such as an army base or a port.
In 2006, aerospace and defense giant Boeing Co. won a multibillion-dollar contract to revamp how the United States guards about 6,000 miles of border in an attempt to curb illegal immigration. Boeing's proposal relies heavily on a network of 1,800 towers, most of which would need to be erected along the borders with Mexico and Canada. Each tower would be equipped with a variety of sensors, including cameras and heat and motion detectors. The company's efforts would be the basis of the government's latest attempt to control U.S. borders after a series of failures. The contract, part of the Secure Border Initiative and known as SBInet, will again test the ability of technology to solve a problem that lawmakers have called a critical national security concern. This time, the private sector is being given an unusually large say in how to do it.
"Our partnership with PSI gives us the opportunity to expand our product line and offer one the most sensitive zone security systems on the market today," said Mr. Jacques Tizabi, UNDT's Chief Executive Officer. "We plan to take advantage of opportunities offered by the Secure Border Initiative as well as marketing the sensor to the private sector," he added.
About Universal Detection Technology
Universal Detection Technology is a developer of monitoring technologies, including bioterrorism detection devices. The Company on its own and with development partners is positioned to capitalize on opportunities related to Homeland Security. For example, the Company, in cooperation with NASA, has developed a bacterial spore detector that detects certain biohazard substances. The Company is also a reseller of handheld assays used for detection of five bioterrorism agents, radiation detection systems, and antimicrobial products.
May 7, 2009 -- Vanda Pharmaceuticals Inc. (NASDAQ: VNDA) ("Vanda" or the "Company") announced today that Tang Capital Partners, LP ("TCP") has ended its proxy contest by withdrawing its nominations of director candidates for election to Vanda's Board of Directors and its stockholder proposal to liquidate the Company. TCP had previously notified the Company of its intention to solicit proxies for the election of two of its candidates to the Vanda Board at the Company's 2009 Annual Meeting and for its proposal that the Board take action to liquidate the Company.
Kevin Tang, the managing director of the general partner of TCP, notified Vanda of TCP's intention not to pursue a proxy contest on May 6, 2009 in an email to Vanda's Chief Executive Officer, Mihael H. Polymeropoulos, M.D. and Chairman of the Board, Argeris N. Karabelas, Ph.D. TCP's withdrawal of its nominations and stockholder proposal follows Vanda's announcement that the U.S. Food & Drug Administration had granted marketing approval of its product, Fanapt(TM) (iloperidone), for the acute treatment of adult patients with schizophrenia.
About Vanda
Vanda Pharmaceuticals Inc. is a biopharmaceutical company focused on the development and commercialization of clinical-stage products for central nervous system disorders.
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