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RR Donnelley and Moore Wallace Complete Combination
New Ticker Symbol 'RRD' to Be Launched March 1
CHICAGO, TORONTO and NEW YORK, Feb. 27 /PRNewswire-FirstCall/ -- RR Donnelley
and Moore Wallace Incorporated Toronto announced today the completion of the
combination of the two companies. As previously disclosed, shareholders of both
companies approved, and all U.S. and Canadian regulatory authorities cleared,
the combination.
Mark A. Angelson, chief executive officer of RR Donnelley, said, "Withthe
combination now complete, we will focus on building the RR Donnelley of the
future. The new RR Donnelley combines the power of three tremendous brands and
legacies to create the world's most dynamic full-service commercial printer. It
will offer the world's leading corporations an unparalleled suite of print and
print-related products and services that will help them meet the challenges of
doing business every day. There will be virtually no printing solution a company
could require that we cannot meet by drawing on our exceptional premedia
resources, production capabilities, logistics resources and information
technology systems."
The new RR Donnelley is now the largest printing company in North America,
providing customers with the industry's broadest array of high-quality, long-
and short-run print products and services, from magazines, directories, books,
catalogs, inserts and financial documents, to billing statements, outsourced
customer communications, highly personalized direct mail,pre-media, print
fulfillment, labels, collateral materials, forms and logistics services.
Mr. Angelson continued, "Execution will be essential and much hard work lies
ahead, but we anticipate an effective integration, and we remain highly focused
on our customers. We are confident that we will provide greater opportunities
for our shareholders, our customers, our best employees, and our business
partners. We will bring together the best talent in the industry, and we are
committed to the highest standards of integrity, financial discipline and
operational excellence. We have the scale, portfolio, capabilities and financial
strength to distinguish ourselves in the marketplace and to deliver enhanced
shareholder value."
Under the terms of the previously announced agreement, all outstanding shares of
Moore Wallace common stock will be exchanged for shares of RR Donnelley common
stock based on a fixed exchange ratio of 0.63 of an RR Donnelley share for each
Moore Wallace share.
Information regarding the exchange and distribution, including a letter of
transmittal, will be sent to each Moore Wallace shareholder as well as
instructions for exchanging Moore Wallace share certificates for RR Donnelley
stock certificates. The mailing is expected to commence the week of March 1,
2004. Additional information about the transaction and the exchange will also be
available on the Company's web site.
RR Donnelley also announced that it will change its trading symbol from DNY to
RRD. Shares of RR Donnelley will begin trading on the New York, Toronto and
Chicago Stock Exchanges and the Pacific Stock Exchange under the new ticker
symbol RRD on Monday, March 1, 2004. The trading of Moore Wallace common stock
will be suspended before the opening of the market on March 1 on the New York
Stock Exchange, and before the opening of the market on March 2 on the Toronto
Stock Exchange.
The new RR Donnelley Board of Directors will consist of 15 directors. The eight
directors continuing from the RR Donnelley board are: Gregory Q. Brown, James R.
Donnelley, Judith H. Hamilton, Thomas S. Johnson, Oliver R. Sockwell, Bide L.
Thomas, Norman H. Wesley and Stephen M. Wolf. The seven directors joining the RR
Donnelley board from Moore Wallace are: Mark A. Angelson, Robert F. Cummings
Jr., Alfred C. Eckert III, Joan D. Manley, John C. Pope, Michael T. Riordan and
Lionel H. Schipper.
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
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 the companies' filings with the U.S.
Securities and Exchange Commission (SEC) and Canadian securities regulatory
authorities, as applicable, including thesection 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
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,
+1-203-406-3825, , or Media, Kenneth Juarez of
Abernathy MacGregor, +1-212-371-5999, , both for Moore Wallace
Web site: http://www.moorewallace.com/
http://www.rrdonnelley.com/