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[LETTER DISTRIBUTED TO THE EMPLOYEES OF SHOREWOOD PACKAGING CORPORATION]
Important
December 16, 1999
Re: Shorewood Board Unanimously Rejects Chesapeake Offer
To All Employees:
As you probably know, Chesapeake Corporation has made an unsolicited offer
to buy Shorewood. As part of our Board of Directors' responsibility to act
in the best interests of the Company and its stockholders, the Board
thoroughly considered the Chesapeake proposal. After a full evaluation,
our Board today announced that it has unanimously recommended that
Shorewood shareholders reject Chesapeake's offer. The Board's decision was
based on the grounds that the Chesapeake offer is inadequate and not in the
best interests of the Company.
Shorewood has a variety of strategic alternatives available to it. As part
of its review, the Board has authorized management to explore several of
those opportunities, which we are now doing. This process in no way means
that Shorewood is for sale and we do not expect that this will affect the
Company's day-to-day operations. The Company has never been stronger and
our outlook is very positive thanks in large part to all of your hard
work.
Shorewood management remains committed to fulfilling our strategic vision
for the Company. In the past year, we've successfully integrated Queens
Group and opened our 125,000 square foot plant in China. We're very
excited about these and other Shorewood initiatives that will position the
Company for future growth and benefit our employees and customers.
We expect this process to continue for the next several months, and you
will likely read or hear things from Chesapeake that may not accurately
reflect what's happening. We plan to keep you posted about significant
developments and urge you to stay focused on your job and continuing to
execute our business strategy. We want to thank you in advance for your
continued support and hard work.
On behalf of all of us here at Shorewood, we'd also like to take this
opportunity to wish you a safe and happy holiday season.
Marc P. Shore
Chairman
