CPAC Acquired by Buckingham Capital

Buckingham Capital Partners II, L.P. will acquire all the outstanding shares of CPAC, Inc., for approximately $42.8 million, plus the assumption of approximately $6.7 million in debt.
   
Under the terms of the merger agreement, CPAC shareholders will receive $8.65 in cash for each share of CPAC common stock they hold, representing a 16% premium over the average closing price of CPAC’s common stock over the last 90 trading days.

CPAC’s board has unanimously approved the merger agreement.  The board resolved to recommend that CPAC’s shareholders adopt the agreement.  

CPAC’s chairman and CEO Thomas N. Hendrickson said, “After careful analysis, our board of directors has unanimously endorsed this transaction as being in the best interest of our shareholders.  We believe that Buckingham’s all cash offer represents an attractive premium to our current trading price.  After a thorough and deliberate analysis of all of our alternatives, we recommend that our shareholders adopt the merger agreement.”

Pending receipt of shareholder approval as well as satisfaction of other customary closing conditions, the transaction is expected to be completed in the first quarter of calendar year 2007.  Debt financing for Buckingham Capital Partners has been committed by LaSalle Bank and Fifth Street Capital.

The company’s global headquarters is expected to remain in Leicester, New York. The company has no immediate plans to change management or current employment levels at CPAC, Inc. or its subsidiaries.

William Blair & Company, L.L.C. is acting as financial advisor to CPAC, Inc.  KeyBanc Capital Markets, an independent investment advisor, provided a Fairness Opinion to CPAC’s Board of Directors.  Lincoln International L.L.C is acting as financial advisor to Buckingham Capital Partners.

Established in 1969, CPAC, Inc. (cpac.com) manages holdings in two industries. The Fuller Brands segment manufactures commercial, industrial, and household cleaning products, as well as custom brushes and personal care lines. The CPAC Imaging segment develops and markets innovative Imaging chemicals, equipment, and supplies at seven operations worldwide.