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RR Donnelley Stockholders and Moore Wallace Securityholders Approve Combination
CHICAGO, TORONTO and NEW YORK, Feb. 23 /PRNewswire-FirstCall/ -- RR Donnelley
today announced that its stockholders approved the issuance of shares of company
common stock, and Moore Wallace Incorporated Toronto announced that its
securityholders approved a plan of arrangement, required to complete the
combination of the two companies.
Completion of the combination remains conditional on obtaining a final order
approving the plan of arrangement from the Ontario Superior Court of Justice and
other closing conditions. The Court hearing is scheduled for February 25, 2004,
and closing is expected to occur on February 27, 2004.
At their special meeting today, RR Donnelley stockholders also approved the
adoption of a new performance incentive plan. At their special meeting, Moore
Wallace shareholders also approved the issuance of approximately 2.2 million
Moore Wallace common shares in lieu of making a cash payment of approximately
$41 million in connection with Moore Wallace's previously announced and
completed acquisition of Payment Processing Solutions, Inc. Neither proposal was
necessary for the completion of the combination of RR Donnelley and Moore
Wallace.
On November 8, 2003, RR Donnelley and Moore Wallace entered into a definitive
agreement to create the world's premier full-service commercial printer. 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 ( http://www.moorewallace.com/ ) is a leading single-source
providerof 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 the companies' 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 Analysisof 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
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; or Investors, Julie Gottlieb of
Moore Wallace, +1-203-406-3825, , or Media,
Kenneth Juarez of Abernathy MacGregor, +1-212-371-5999,
Web site: http://www.rrdonnelley.com/
http://www.moorewallace.com/