RR Donnelley and Moore Wallace Confirm Special Meetings Will Be Held February 23, 2004
20 February 2004 - 9:00AM
PR Newswire (US)
RR Donnelley and Moore Wallace Confirm Special Meetings Will Be
Held February 23, 2004 Closing of Combination Expected February 27,
2004 CHICAGO, TORONTO and NEW YORK, Feb. 19 /PRNewswire-FirstCall/
-- RR Donnelley and Moore Wallace Incorporated Toronto announced
today that they have amended the Combination Agreement relating to
the planned combination of the two companies. The amendment
provides that neither RR Donnelley nor Moore Wallace is required to
complete the combination until it has beenfurnished with the other
party's 2003 audited financial statements. Moore Wallace
anticipates that the audit of its 2003 financial statements will be
completed by February 27, 2004, and RR Donnelley anticipates that
the audit of its 2003 financial statements will be completed by
February 23, 2004. As previously disclosed, Moore Wallace has kept
RR Donnelley informed on a regular basis regarding the anonymous
letter received by Moore Wallace in late December 2003, the
memorandum discussed in Moore Wallace's February 9th press release,
and the status of the inquiries related to such matters. In
addition, representatives of PriceWaterhouseCoopers LLP, and of
Moore Wallace, its Audit Committee, outside counsel and independent
accountants reported to, and responded to questions from, the RR
Donnelley Board of Directors regarding these recent events. As
announced by Moore Wallace on February 17th, PriceWaterhouseCoopers
completed an independent investigation of the allegations of
misconduct contained in the anonymous letter and found no support
for such allegations. RR Donnelley and Moore Wallace are looking
forward to completing their combination, subject to the above
conditions and the other conditions contained in the Combination
Agreement. The special meetings of Moore Wallace and RR Donnelley
will be held on February 23, 2004, and a final order approving the
plan of arrangement from the Ontario Superior Court of Justice is
anticipated, following a hearing scheduled for February 25, 2004.
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 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
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. (312)
326-8926. 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.
(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
is included in the Joint Management Information Circular and Proxy
Statement. DATASOURCE: RR Donnelley CONTACT: Media, Katherine
Divita, +1-312-326-8336, , Investors, Lisa Mount, +1-312-326-8926,
, both of RR Donnelley, or Julie Gottlieb of Moore Wallace,
+1-203-406-3825, Web site: http://www.rrdonnelley.com/
http://www.moorewallace.com/
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