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Court Approves Combination of RR Donnelley and Moore Wallace
CHICAGO, TORONTO and NEW YORK, Feb. 25 /PRNewswire-FirstCall/ -- RR Donnelley
and Moore Wallace Incorporated Toronto announced today that the Ontario
Superior Court of Justice has approved the Plan of Arrangement under which the
two companies will be combined. In connection with the approval, the Court
determined that the arrangement is fair and reasonable to Moore Wallace
securityholders.
The receipt of the final order follows the approval on February 23rd by Moore
Wallace securityholders of the plan of arrangement and RR Donnelley stockholders
of the issuance of shares of common stock of RR Donnelley as contemplated by the
arrangement. The combination will create the world's premier full-service global
printer. More than 99% of the votes cast by Moore Wallace securityholders and
more than 96% of the votes cast by RR Donnelley stockholders supported the
proposals.
The arrangement will become effective upon the issuance of a certificate of
arrangement issued by the Director under the Canada Business Corporations Act.
The companies expect that the certificate of arrangement will be issued and that
the transaction will close on February 27, 2004, subject to satisfaction of
closing conditions.
About RR Donnelley
RR Donnelley ( http://www.rrdonnelley.com/ ) prepares, produces and delivers
integrated communications across multiple channels for content owners, such as
publishers, merchandisers, and telecommunications companies aswell as capital
markets and diversified financial services companies. As a single source
supplying services up and down the communications value chain, the company
excels in digital photography, content management, printing, online services,
and print and package logistics. With these integrated services, RR Donnelley
provides effective solutions for its customers' targeted communications and
delivery needs. Headquartered in Chicago, IL, RR Donnelley serves a global
customer market and has 30,000 employees in more than 200 locations in North
America, South America, Europe and the Asia/Pacific Basin.
About Moore Wallace
Moore Wallace ( http://www.moorewallace.com/ ) is a leading single-source
provider of print management and outsourced communications, delivering to its
customers one of the widest array of products and services at one of the lowest
total costs. The company operates in three complementary business segments:
Forms and Labels, Outsourcing and Commercial Print. The Forms and Labels
business designs, manufactures and sells paper-based and electronic business
forms and labels and provides electronic print management solutions. The
Outsourcing business provides high-quality, high-volume variably imaged print
and mail, electronic statement and database management services. The Commercial
Print business produces high-quality, multi-color personalized business
communications and provides direct marketing services, including project,
database and list management services.
Use of Forward-Looking Statements
Except for historical information, this news release contains "forward- looking
statements" as defined in the U.S. Private Securities Litigation Reform Act of
1995. Readers are cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements. All
forward-looking statements speak only as of the date of this press release and
are based on current expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ materially from such
forward-looking statements.
Readers are strongly encouraged to read the full cautionary statements described
in thecompanies' filings with the U.S. Securities and Exchange Commission (SEC)
and Canadian securities regulatory authorities, as applicable, including the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained therein. RR Donnelley and Moore Wallace
disclaim any obligation to update or revise any forward-looking statements.
Factors relating to the completion of the transaction and the integration of the
businesses that could cause material differences in the expected results of the
combined company include, without limitation, the following: the development and
execution of comprehensive plans for asset rationalization, the ability to
eliminate duplicative overhead without excessive cost or adversely affecting the
business, the potential loss of customers and employees as a result of the
transaction, the ability to achieve procurement savings by leveraging total
spending across the organization, the success of the organization in leveraging
its comprehensive product offering to the combined customer base as well as the
ability of the organization to complete the integration of the combined
companies without losing focus on the business. In addition, the ability of the
combined company to achieve the expected revenues, accretion and synergy savings
will also be affected by the effects of competition (in particular the response
to the transaction in the marketplace), the effects of paper and other raw
materials and fuel price fluctuationsand shortages of supply, the rate of
migration from paper-based forms to digital formats, the impact of currency
fluctuations in the countries in which RR Donnelley and Moore Wallace operate,
general economic and other factors beyond the combined company's control, and
other risks and uncertainties described from time to time in RR Donnelley's and
Moore Wallace's periodic filings with United States and Canadian securities
regulatory authorities, as applicable.
DATASOURCE: RR Donnelley
CONTACT: Media, Katherine Divita, +1-312-326-8336,
, or Investors, Lisa Mount, +1-312-326-8926,
, both of RR Donnelley; Investors, Julie Gottlieb of Moore
Wallace, +1-203-406-3825, , or Media, Kenneth
Juarez of Abernathy MacGregor for Moore Wallace, +1-212-371-5999,
Web site: http://www.rrdonnelley.com/
http://www.moorewallace.com/