RR Donnelley and Moore Wallace Combination Receives Approval Under The Investment Canada Act

RR Donnelley and Moore Wallace Combination Receives Approval Under The
Investment Canada Act 


CHICAGO, TORONTO and NEW YORK, Feb. 9  /PRNewswire-FirstCall/ -- RR Donnelley 
and Moore Wallace Incorporated  (NYSE: MWI; TSX) announced today that they have
received approval under the Investment Canada Act for the proposed combination
of the two companies.

RR Donnelley and Moore Wallace expect to close the transaction by the end of
February 2004, subject to certain closing conditions, including approvalfrom RR
Donnelley shareholders and Moore Wallace securityholders at special meetings
being held for both companies on February 23 and a final order approving the
plan of arrangement from the Ontario Superior Court of Justice, following a
hearing now scheduled for February 25.

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 has30,000 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 itscustomers 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 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 abilityto
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.

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 Joint Management Information Circular and Proxy Statement
regarding the proposed transaction with the U.S. Securities and Exchange
Commission (SEC), and Moore Wallace has filed the Joint Management Information
Circular and Proxy Statement with the Canadian Securities regulatory
authorities. WE URGE INVESTORS IN RR DONNELLEY AND MOORE WALLACE TO CAREFULLY
READ THE JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT RR DONNELLEY, MOORE WALLACE AND THE
PROPOSED TRANSACTION.

Investors and securityholders may obtain the Joint Management Information
Circular and Proxy Statement and any other relevant documents filed by RR
Donnelley and Moore Wallace 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
Administrators at http://www.sedar.com/. In addition, investors and
securityholders may obtain free copies of the Joint Management Information
Circular and Proxy Statement filed with the SEC by RR Donnelley by contacting RR
Donnelley Investor Relations, 77 West Wacker Drive, Chicago, IL 60601, Tel.
[phone]. Investors and securityholders may obtain free copies of the
Joint Management Information Circular and Proxy Statement filed with the SEC and
SEDAR by Moore Wallace by contacting Moore Wallace Investor Relations, One
Canterbury Green, Stamford, CT 06901, Tel. [phone].

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 is included
in the Joint Management Information Circular and Proxy Statement. 

DATASOURCE: RR Donnelley



CONTACT:  Media, Katherine Divita, [phone],

 , or Investors, Chuck White, [phone],

 , both of RR Donnelley; or Julie Gottlieb of Moore

Wallace, [phone],  



Web site:  http://www.moorewallace.com/

http://www.rrdonnelley.com/ 

Copyright