NASHUA CORP

election_required = True...fer. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, and you properly tender all of these shares before the tender offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and such shares are not properly withdrawn prior to the expiration date of the tender offer, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will we pay for the shares? Assuming that the maximum of 1,900,000 shares are purchased in the tender offer at the price of $10.50 per shar...

expiry = 2007-06-28...of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by up to 1,900,000 Shares of its Common Stock at a Purchase Price of $10.50 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER. Nashua Corporation, a Massachusetts corporation (referred to herein as “we,” “us,” the “Company” or “Nashua”), is offering to purchase for cash up to 1,900,000 shares of its common stock, par v...

listed = True...AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. ALL OF OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES IN THE TENDER OFFER. Our common stock is listed and traded on the NASDAQ Global Market (the “Nasdaq”) under the trading symbol “NSHA.” We publicly announced the tender offer on May 29, 2007. On May 25, 2007, the last trading day prior to printing this Offer to Purchase, the reported closing price of our common stock on the Nasdaq was $8.82 per share. We urge shareholders to obtain current market quotations for our common stock before d...

mechanism = FIXEDEX-99.(A)(1)(A) 2 b65530ncexv99wxayx1yxay.htm EX-(A)(1)(A) OFFER TO PURCHASE, DATED MAY 29, 2007 exv99wxayx1yxay Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by up to 1,900,000 Shares of its Common Stock at a Purchase Price of $10.50 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER. Nashua Corporation, a Massachusetts corporation (referred to herein as “we,” “us,” the “Company” or “Nashua”), is offering to purchase for cash up to 1,900,000 shares o...

must_tender_all = True...FFER. SEE SECTION 2 AND SECTION 11. If, at the expiration date, more than 1,900,000 shares are properly tendered and not properly withdrawn, subject to applicable law, we will buy shares: • first, from all holders of odd lots (holders of less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration date; • second, on a pro rata basis from all other shareholders who properly tender shares, other than shareholders who tender conditionally and whose conditions are not satisfied; and • third, only if necessary to permit us to purchase 1,900,000 shares from holders who have tendere...

no_priority = True...oceeds paid to the shareholder or other payee under the tender offer. See Section 3. Also, see Section 3 regarding United States federal income tax consequences for foreign shareholders. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the United States federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that we must pu...

price = USD 10.5...X-(A)(1)(A) OFFER TO PURCHASE, DATED MAY 29, 2007 exv99wxayx1yxay Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by up to 1,900,000 Shares of its Common Stock at a Purchase Price of $10.50 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE COMPANY EXTENDS THE TENDER OFFER. Nashua Corporation, a Massachusetts corporation...

threshold = 100...ugh such shares were properly tendered. Odd Lots. For purposes of the tender offer, the term “odd lots” means all shares properly tendered prior to the expiration date and not properly withdrawn by any person who owns beneficially or of record an aggregate of fewer than 100 shares, referred to as an “odd lot” holder, and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, all shares owned beneficially or of record by the odd lot holder must be tendered in accordance with the procedures described in Section 3. As set forth above, we will a...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 b65530ncexv99wxayx1yxay.htm EX-(A)(1)(A) OFFER TO PURCHASE, DATED MAY 29, 2007 exv99wxayx1yxay Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by up to 1,900,000 Shares of its Common Stock at a Purchase Price of $10.50 per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 28, 2007, UNLESS THE COMPANY EXTENDS T...