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April 7, 2000
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Vestcom International, we
want to thank our shareholders for the strong support that you have provided to
us during the consent solicitation process.
As you may know, on April 3, 2000, the Dissidents filed a letter with the SEC
indicating that they had decided to withdraw their consent solicitation. Their
short and intentionally insulting letter raises significant questions,
including:
o Why did the Dissidents abandon their consent solicitation? The
Dissidents suggest that they abandoned their consent
solicitation because of undisclosed information regarding the
Company's evaluation of strategic alternatives. In fact, on
February 4, 2000, we issued a press release describing that
initiative. Perhaps, as we believe, the Dissidents concluded
that they could not win the consent solicitation because of
your strong support of the Board and management.
o Why did the Dissidents comment publicly on a possible
"substantial financial transaction or business combination"?
We fail to see how any public comment regarding our analysis
and potential pursuit of strategic alternatives can benefit
that process or the interests of Vestcom's shareholders. We
certainly perceive how such a comment can imperil our
initiative. To clarify our position, we issued the attached
press release.
We recognize that the Dissidents may well begin other contests in the future,
either at the Annual Meeting or otherwise. If we are again engaged in a proxy or
consent solicitation contest, we will again rely on facts. We will not engage in
the rhetoric and name-calling reflected in the Dissidents' April 3, 2000 letter.
We will point to the steps that your Board and management have taken to improve
the Company's performance. We will carefully describe our plans, in contrast to
the Dissidents, who have failed to disclose, and probably don't have, any plans
for the Company.
We remain focused on our primary goal, enhancing value for all of our
shareholders.
Very truly yours
Joel Cartun
Chairman of the Board
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NEWS RELEASE
FOR MORE INFORMATION, CONTACT
Vestcom International, Inc. Joseph N. Jaffoni, Robert L. Rinderman
Michael D. Helfand, Executive VP/Chief Jaffoni & Collins
Financial Officer 212.835.8500
973.882.8440 (Ext. 3780) [email protected]
[email protected]
Vestcom International Continues Strategic Review
West Caldwell, New Jersey, April 4, 2000, - Vestcom International, Inc.
(NASDAQ:VESC), a leading provider of business communications solutions and
marketing support services, today reported that its evaluation of strategic
alternatives is continuing. As previously announced, the Company has engaged the
investment banking firm CIBC World Markets as a financial advisor in connection
with the Board of Directors' review of the Company's operations, strategic
direction and alternatives with a goal of developing initiatives intended to
improve profitability and to maximize shareholder value. Commenting on public
references made by dissident shareholders with respect to this process, Vestcom
Chairman of the Board Joel Cartun stated: "Although the process is active and
ongoing, at present we are unable to predict the outcome of our strategic review
and cannot provide any assurances with respect to the likely results.
When and as appropriate, we will provide further information."
Vestcom International, Inc., is a leading provider of business
communications solutions and marketing support services, supplying enhanced
value to business-critical information in all phases of communications between
businesses and their customers. Vestcom employs approximately 1,000 individuals
and serves customers from 26 production facilities throughout the US and Canada.
More information about Vestcom and its services can be found on the World Wide
Web at www.vestcomintl.com.
This press release contains certain forward-looking statements
regarding Vestcom within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are based on the beliefs of Vestcom's management as well as
assumptions made by and information currently available to Vestcom's management.
Such statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in such forward-looking
statements. Certain factors that could cause actual results to differ materially
from Vestcom's expectations include, but are not limited to, the ability of
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the Company to execute and manage its renewed profitability and growth strategy,
and other factors which are described from time to time in Vestcom's public
filings with the Securities and Exchange Commission, news releases and other
communications. Also, when Vestcom uses the words "believes," "expects,"
"anticipates," "estimates," "plans," "intends," "objectives," "goals," "aims,"
"projects," or similar words or expressions, Vestcom is making forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Vestcom does
not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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