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RR Donnelley - Moore Wallace Hart-Scott-Rodino Review Period Expires
CHICAGO, TORONTO and NEW YORK, Dec. 29 /PRNewswire-FirstCall/ -- RR Donnelley
and Moore Wallace Incorporated (TSX: MWI) today announced that the review
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, for the previously announced combination of the two companies has
expired.
The companies expect the combination to be completed by the end of the first
quarter 2004, subject to certain conditions including approval from RR Donnelley
stockholders and Moore Wallace securityholders, Ontario court approval of a plan
of arrangement, and Investment Canada approval.
On November 8, 2003, RR Donnelley and Moore Wallace entered into a definitive
agreement to create the world's premier full-service commercial printer with
more than $8 billion in annual revenues, a leading position in North America and
approximately 50,000 employees. The combined company will provide customers with
the industry's broadest array of high-quality, long- and short-run print
products and solutions, from magazines, telephone directories, books, catalogs,
inserts and financial documents, to billing statements, outsourced customer
communications, highly personalized direct mail, premedia, print fulfillment,
labels, collateral materials, forms and logistics services.
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 as well 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 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. For more
information, visit the company's web site at http://www.moorewallace.com/ .
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 the companies' filings with the Securities
and Exchange Commission (SEC), 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 fluctuations and 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 authorities, as applicable.
Additional Information
On November 8, 2003, R.R. Donnelley & Sons Company ("RR Donnelley") and Moore
Wallace Incorporated ("Moore Wallace") entered into a definitive agreement to
combine the two companies. This communication is not a solicitation of a proxy
from any securityholder of Moore Wallace or RR Donnelley. Moore Wallace and RR
Donnelley have filed a preliminary Joint Management Information Circular and
Proxy Statement regarding the proposed transaction with the U.S. Securities and
Exchange Commission (SEC) and the securities commissions or equivalent
regulatory authorities in Canada. This document is not yet final and will be
amended. WE URGE INVESTORS IN RR DONNELLEY AND MOORE WALLACE TO CAREFULLY READ
THE DEFINITIVE VERSION OF THE JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT RR DONNELLEY, MOORE WALLACE AND THE PROPOSED TRANSACTION. The
definitive Joint Management Information Circular and Proxy Statement will be
mailed to the RR Donnelley stockholders and the Moore Wallace securityholders.
Investors and securityholders may obtain the preliminary Joint Management
Information Circular and Proxy Statement, the definitive Joint Management
Information Circular and Proxy Statement and any other relevant documents filed
by RR Donnelley and Moore Wallace (when they become available) free of charge at
the SEC's website, http://www.sec.gov/ , and at the website of the Canadian
System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the
Canadian Securities Administrator at http://www.sedar.com/ . In addition,
investors and securityholders may obtain free copies of the definitive Joint
Management Information Circular and Proxy Statement when filed with the SEC by
RR Donnelley by contacting RR Donnelley Investor Relations, 77 West Wacker
Drive, Chicago, IL 60601, Tel. (312) 326-8926. Investors and securityholders may
obtain free copies of the definitive Joint Management Information Circular and
Proxy Statement when filed with the SEC and SEDAR by Moore Wallace by contacting
Moore Wallace Investor Relations, One Canterbury Green, Stamford, CT 06901,Tel.
(203) 406-3749.
RR Donnelley, Moore Wallace and their executive officers and directors may be
deemed to be participants in the solicitation of proxies from RR Donnelley
stockholders and Moore Wallace securityholders in favor of the proposed
transaction. Information regarding the security ownership and other interests of
RR Donnelley's and Moore Wallace's executive officers and directors will be
included in the definitive Joint Management Information Circular and Proxy
Statement when it becomes available.
DATASOURCE: RR Donnelley
CONTACT: Media, Katherine Divita, +1-312-326-8336, or
, or Investors, Lisa Mount, +1-312-326-8926, or
, both of RR Donnelley; or Julie Gottlieb of Moore Wallace,
+1-203-406-3825, or
Web site: http://www.moorewallace.com/
http://www.rrdonnelley.com/