RR Donnelley Stockholders and Moore Wallace Securityholders Approve Combination
24 February 2004 - 6:50AM
PR Newswire (US)
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/
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