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Chesapeake Sends Letter to Shorewood Board.


RICHMOND, Va.--(BUSINESS WIRE)--Dec. 17, 1999--

Chesapeake Corporation (NYSE NYSE

See: New York Stock Exchange
: CSK CSK

see chronic superficial keratitis.
) today sent the following letter to Marc Shore and the board of directors of Shorewood Packaging Corporation (NYSE: SWD SWD Social Welfare Department (Hong Kong)
SWD Software Design
SWD Southwestern Division
SWD Southward
SWD Solid Waste Disposal
SWD Seward Alaska (airport)
SWD Short Wave Diathermy
) reiterating its desire to be included in their exploration of strategic alternatives:

December 17, 1999

Mr. Marc P. Shore Chairman of the Board & Chief Executive Officer Shorewood Packaging Corporation 277 Park Avenue New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New York 10172

Dear Marc:

I am writing on behalf of the Board of Directors of Chesapeake. The 14-D9 Shorewood filed yesterday with the Securities and Exchange Commission indicates that your Board is exploring alternatives to enhance stockholder value. Your filing also indicates that Shorewood has entered into confidentiality agreements and begun preliminary discussions with third parties, other than Chesapeake, who are interested in pursuing a transaction.

You have told me personally that you and your board believe a combination of our two companies makes strategic sense. Given that Shorewood is exploring strategic alternatives, any process undertaken by the Shorewood Board to enhance shareholder value must include Chesapeake or you would be doing a disservice to your stockholders, as well as your customers and employees.

Chesapeake is a ready, willing and able buyer. As I indicated in an earlier letter, we have in place a fully committed (Law) committed to prison for trial, in distinction from being detained for examination.

See also: Fully
 credit facility from First Union National Bank that permits us to complete our acquisitions of both Boxmore and Shorewood on the terms of our offers.

Accordingly, neither offer is subject to any financing conditions.

We reiterate our offer to meet with the Shorewood Board to negotiate the terms, including price and structure, of an acquisition of Shorewood by Chesapeake. Given the importance to your stockholders of our continued interest in Shorewood, we are ready to meet with you and your advisors at your earliest convenience.

Sincerely,

/s/ Thomas H. Johnson Thomas H. Johnson President & Chief Executive Officer

On December 3, 1999 Chesapeake announced that it would commence a tender offer to acquire all the outstanding shares of Shorewood for $17.25 in cash per share, or approximately $500 million. Chesapeake's tender offer represents an approximate 45% premium to Shorewood's closing stock price on November 9, 1999, the day prior to Chesapeake's initial proposal to Shorewood's board of directors.

Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in specialty packaging and merchandising services. Chesapeake is the largest North American North American

named after North America.


North American blastomycosis
see North American blastomycosis.

North American cattle tick
see boophilusannulatus.
 producer of temporary and permanent point-of-purchase displays, the North American leader for litho-laminated packaging, the leading European folding carton The folding carton created the packaging industry as it is known today, beginning in the late 19th century. Basically, a folding carton is made of paperboard, and is cut, folded, laminated and printed for transport to manufacturers. , leaflet and label supplier, and a local leader in specific U.S. markets for customized, corrugated cor·ru·gate  
v. cor·ru·gat·ed, cor·ru·gat·ing, cor·ru·gates

v.tr.
To shape into folds or parallel and alternating ridges and grooves.

v.intr.
 packaging. Chesapeake has over 40 locations in North America, Europe and Asia. Chesapeake's net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 in 1998 were $950.4 million. Chesapeake's website is http://www.cskcorp.com .

This news release, including comments by Thomas H. Johnson, contains forward-looking statements that are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that may cause Chesapeake's actual results to differ materially from those expressed in the forward-looking statements including, but not limited to: competitive products and pricing; production costs, particularly for raw materials such as corrugated box, folding carton and display materials; fluctuations in demand; government policies and regulations affecting the environment; interest rates; currency translation movements; Year 2000 compliance; and other risks that are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Dec 17, 1999
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