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WC   2010-06-25   (provided courtesy of Marketwire.)
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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

 

 

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