RR Donnelley and Moore Wallace Complete Combination
28 February 2004 - 2:00AM
PR Newswire (US)
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/
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