WC
2010-06-25
 (provided courtesy of Marketwire.)
register to receive future releases by email from
Marketwire
Quad/Graphics and Worldcolor Shareholders Approve
Proposed Acquisition by Quad/Graphics
SUSSEX, WISCONSIN and MONTREAL, CANADA--(Marketwire - June 25, 2010) -
Quad/Graphics, Inc. ("Quad/Graphics") and World Color Press Inc.
("Worldcolor") (TSX:WC)(TSX:WC.U) are pleased to announce that their
respective shareholders have approved the previously-announced plan of
arrangement, pursuant to which Quad/Graphics, Inc. will acquire Worldcolor.
The approval of Quad/Graphics shareholders was obtained on June 24, 2010,
while earlier today, at the special meeting of Worldcolor shareholders held
in Toronto, Ontario, approximately 91.78% of the votes cast were voted in
favor of the special resolution authorizing the arrangement.
The arrangement remains subject to the approval of the Quebec Superior
Court (Commercial Division) and other customary closing conditions. A
hearing in respect of the final order approving the arrangement is
scheduled to take place on June 28, 2010. If the final order is granted and
all other conditions to the completion of the transaction are satisfied or
waived, it is expected that the arrangement will be completed on July 2,
2010.
Quad/Graphics has been cleared to apply to list its class A common stock on
the New York Stock Exchange ("NYSE") under the stock symbol QUAD.
Quad/Graphics anticipates the shares will begin trading on the NYSE on July
6 or July 7, 2010, at which time the company will usher in a new era as a
publicly traded company. It is expected that Quad/Graphics Chairman,
President & CEO Joel Quadracci will ring The Opening BellSM on July 7, 2010.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this press release contain information
that is not historical, these statements are forward-looking statements
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, and are forward-looking information within the meaning of the
"safe harbor" provisions of applicable Canadian securities legislation
(collectively "forward-looking statements"). These forward-looking
statements relate to, among other things, prospects of Quad/Graphics and
Worldcolor, as well as their respective objectives, goals, strategies,
beliefs, intentions, plans, estimates, projections and outlook, and can
generally be identified by the use of words such as "may", "will",
"expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe"
or "continue" or the negatives of these terms, variations on them and other
similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements.
Quad/Graphics and Worldcolor have based these forward-looking statements on
their current expectations about future events. Forward-looking statements
do not take into account the effect of transactions or other items
announced or occurring after the statements are made. Although
Quad/Graphics and Worldcolor believe that the expectations reflected in
such forward-looking statements are reasonable, they can give no assurance
that these expectations will prove to be correct, and forward-looking
statements inherently involve risks and uncertainties, and undue reliance
should not be placed on such statements. Certain material factors or
assumptions are applied in making forward-looking statements, and actual
results may differ materially from those expressed or implied in such
forward-looking statements.
Important factors and assumptions as well as Quad/Graphics' and
Worldcolor's ability to anticipate and manage the risks associated
therewith that could cause actual results to differ materially from these
expectations are detailed from time to time in Quad/Graphics' or
Worldcolor's filings with the SEC and the securities regulatory authorities
in Canada (the "Canadian Securities Administrators") which are available at
www.sec.gov, www.sedar.com and www.worldcolor.com. Quad/Graphics and
Worldcolor caution that any such list of important factors that could
affect future results is not exhaustive. Investors and others should
carefully consider the factors detailed from time to time in Quad/Graphics'
or Worldcolor's filings with the SEC and the Canadian Securities
Administrators and other uncertainties and potential events when relying on
its forward-looking statements to make decisions with respect to
Quad/Graphics or Worldcolor.
Unless mentioned otherwise, the forward-looking statements in this press
release reflect Quad/Graphics' and Worldcolor's expectations as of June 25,
2010, being the date at which they have been approved, and are subject to
change after this date. Quad/Graphics and Worldcolor expressly disclaim any
obligation or intention to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required by applicable securities laws.
Additional Information and Where to Find It
This press release relates to a proposed business combination transaction
between Quad/Graphics and Worldcolor. On March 5, 2010, Quad/Graphics filed
with the SEC a registration statement on Form S-4, which included a
preliminary proxy circular/prospectus. A final amendment to the
registration statement on Form S-4, including a final proxy
circular/prospectus was filed on May 26, 2010, and the registration
statement on Form S-4 became effective on May 27, 2010. This press release
is not a substitute for the proxy circular/prospectus that Quad/Graphics
has filed with the SEC or any other documents that Quad/Graphics or
Worldcolor may file with the SEC or the Canadian Securities Administrators
or send to their respective shareholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
CIRCULAR/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC OR THE CANADIAN SECURITIES ADMINISTRATORS, INCLUDING THE
REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. All such documents, if filed, would be available free of
charge on the SEC's website (www.sec.gov), on SEDAR (www.sedar.com) or by
directing a request to Quad/Graphics, at N63 W23075 Highway 74, Sussex,
Wisconsin, 53089-2827, Attention Andrew R. Schiesl, Vice President and
General Counsel, or by calling (414) 566-2017, in the case of filings by
Quad/Graphics or to Worldcolor, at 999 de Maisonneuve Blvd. West, Suite
1100, Montreal, Quebec, H3A 3L4 or by calling (800) 567-7070, in the case
of filings by Worldcolor.
About Quad/Graphics
Quad/Graphics (www.QG.com) is a leading printer of catalogs, magazines and
other commercial products. Headquartered in Sussex, Wisconsin (26 miles
west of Milwaukee) and with 11 plants in the United States and several
overseas, the company provides services ranging from front-end design and
photography through digital imaging, printing, finishing,
mailing/distribution and data-driven marketing solutions such as data
optimization and analytics.
About Worldcolor
Worldcolor is an industry leader in providing high-value and comprehensive
print, digital and related services to retailers, catalogers, publishers,
branded-goods companies and other businesses worldwide. Founded in 1903,
Worldcolor's products include advertising inserts and circulars, catalogs,
direct mail products, magazines, books, directories, digital premedia,
logistics and mail list technologies. During its century-long existence,
Worldcolor has had a rich tradition of leadership and excellence. Its
employees are focused on helping customers meet their needs from facilities
located in the United States, Canada, Argentina, Brazil, Chile, Colombia,
Mexico and Peru. More information about Worldcolor can be found on its
website at www.worldcolor.com.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Quad/Graphics Media Contact
Claire Ho
Manager, Corporate Communications
414-566-2955
Claire.Ho@qg.com
or
Worldcolor
Tony Ross
Vice President, Communications
514-877-5317
800-567-7070
|