Quad/Graphics and Vertis Pass Antitrust Review
Regulatory Waiting Period Expires
SUSSEX, WI and BALTIMORE, MD – November 19, 2012 – Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”) and Vertis Holdings, Inc. (“Vertis”) jointly announced today that the waiting period for antitrust review in relation to their proposed business combination expired at midnight on Friday, November 16, with no action taken by the Federal Trade Commission. The companies can now move forward with their proposed sale agreement, pending the receipt of Court approval and the completion of necessary integration plans.
Quad/Graphics and Vertis on October 10, 2012, announced the execution of an agreement through which Quad/Graphics will acquire substantially all of the assets comprising Vertis’ businesses. Vertis simultaneously filed voluntary petitions for Chapter 11 relief to complete the sale as efficiently as possible while maintaining continuity for its clients and employees. As part of the sale through the Chapter 11 case, Vertis and its advisors will evaluate any competing bids that may be submitted in order to ensure it receives the highest and best offer. Under procedures approved by the Bankruptcy Court, any competing bidders must submit their offers in accordance with the approved procedures by November 23, 2012, in order to be considered. Vertis has the support of its lenders with respect to the sale to Quad/Graphics.
Both companies currently anticipate the sale will be approved by the Bankruptcy Court on December 6, 2012, and will close in the first quarter of 2013. Vertis and Quad/Graphics will continue to operate separately and independently until Bankruptcy Court approval is received and the sale closes.
Notes 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. These forward-looking statements relate to, among other things, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, 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.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Quad/Graphics or Vertis. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Many of these risks, uncertainties and other factors arein discussed in Item 1A of Quad/Graphics’ most recent Form 10-K.
Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this press release. Except to the extent required by the federal securities laws, neither Quad/Graphics nor Vertis undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Quad/Graphics (NYSE: QUAD) is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, Wis. (just west of Milwaukee), the Company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe. As a printing industry innovator, Quad/Graphics (www.QG.com) is redefining the power of print in today’s multimedia world by helping its clients use print as the foundation of multichannel communications strategies to drive their top-line revenues.
Vertis is a results-driven marketing communications company that delivers inventive advertising, direct marketing and interactive solutions to prominent brands across North America. Our deep industry knowledge and extensive range of offerings—including integrated data solutions, digital program management systems, creative services, world-class print and mail production, logistics, out-of-home and business process outsourcing—are used to deliver superior program performance that drives bottom line results for our clients. www.vertisinc.com
Quad/Graphics Media Contact:
Claire Ho, Quad/Graphics, 414-566-2955, Claire.Ho@qg.com
Quad/Graphics Investor Relations Contact:
Kelly Vanderboom, Quad/Graphics, 414-566-2464, Kelly.Vanderboom@qg.com
Vertis Media Contact:
Shannon Stucky, FTI Consulting, 212-850-5755, Shannon.Stucky@fticonsulting.com