R. R. Donnelley & Sons Company (Nasdaq:RRD)
and
Consolidated Graphics, Inc. (NYSE:CGX) jointly
announced today the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") in
connection with the previously announced merger agreement under
which RR Donnelley will acquire all of the outstanding common stock
of Consolidated Graphics. The waiting period expired on Friday,
December 13.
Expiration of the HSR waiting period satisfies one of the
conditions to the closing of the proposed merger, which remains
subject to approval by the shareholders of Consolidated Graphics
and other customary closing conditions. The transaction is expected
to close in the first quarter of 2014.
About RR Donnelley
RR Donnelley (Nasdaq:RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
increase compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet-based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
About Consolidated Graphics
Consolidated Graphics, Inc. (NYSE:CGX), headquartered in
Houston, Texas, is one of North America's leading general
commercial printing companies. With 70 printing businesses
strategically located across 26 states, Toronto, Prague, and Gero,
Japan, CGX offers a broad geographic footprint, leading-edge
capabilities, and high levels of convenience, efficiency and
service. With locations in or near virtually every major U.S.
population center, CGX provides the service and responsiveness of a
local printer enhanced by the economic, geographic and
technological advantages of a large national organization. For
more information, visit www.cgx.com.
Additional Information and Where To Find It
This news release relates to a proposed transaction between RR
Donnelley and Consolidated Graphics. In connection with the
proposed transaction, RR Donnelley has filed a registration
statement on Form S-4 with the SEC, which includes a preliminary
proxy statement/prospectus. Consolidated Graphics will deliver a
definitive proxy statement/prospectus to Consolidated Graphics
shareholders. This news release is not a substitute for the
registration statement, proxy statement/prospectus or any other
documents that RR Donnelley or Consolidated Graphics may file with
the SEC or send to Consolidated Graphics shareholders in connection
with the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF CONSOLIDATED GRAPHICS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED BY RR
DONNELLEY OR CONSOLIDATED GRAPHICS WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies
of the registration statement, the proxy statement/prospectus and
other relevant documents filed or that will be filed by RR
Donnelley or Consolidated Graphics with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
registration statement, proxy statement/prospectus and other
relevant documents filed by RR Donnelley with the SEC are available
free of charge on RR Donnelley's internet website at
http://investor.rrd.com/sec.cfm or by contacting RR Donnelley's
Investor Relations Department at (800) 742-4455. Copies of the
proxy statement/prospectus and other relevant documents filed by
Consolidated Graphics with the SEC are available free of charge on
Consolidated Graphics' internet website at
http://investors.cgx.com/phoenix.zhtml?c=78535&p=irol-sec or by
contacting Consolidated Graphics' Investor Relations Department at
(713) 787-0977.
No Offer or Solicitation
This news release does not constitute an offer to sell, or an
invitation to subscribe for, purchase or exchange, any securities
or the solicitation of any vote or approval in any jurisdiction,
nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
Participants in the Solicitation
RR Donnelley, Consolidated Graphics, and their respective
directors and executive officers may be considered participants in
the solicitation of proxies from Consolidated Graphics shareholders
in connection with the proposed transaction. Information about the
directors and executive officers of Consolidated Graphics is set
forth in its proxy statement for its 2013 annual meeting of
shareholders, which was filed with the SEC on July 9, 2013.
Information about the directors and executive officers of RR
Donnelley is set forth in its proxy statement for its 2013 annual
meeting of stockholders, which was filed with the SEC on
April 15, 2013. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC.
Use of Forward-Looking Statements
This news release includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to the business, strategy and plans of RR Donnelley
and Consolidated Graphics, their expectations relating to the
proposed transaction and their future financial condition and
performance, including estimated synergies. Statements that are not
historical facts, including statements about RR Donnelley or
Consolidated Graphics managements' beliefs and expectations, are
forward-looking statements. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "aims",
"potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or
conditional expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. While RR Donnelley and Consolidated Graphics believe
these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond RR Donnelley's or Consolidated Graphics'
control. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur. Actual results may
differ materially from RR Donnelley's and Consolidated Graphics'
current expectations depending upon a number of factors affecting
their businesses and risks associated with the successful execution
and integration of the proposed transaction and the performance of
their businesses following such transaction. These factors include,
among others, the inherent uncertainty associated with financial
projections; the volatility and disruption of the capital and
credit markets, and adverse changes in the global economy; factors
that affect customer demand, including changes in postal rates and
postal regulations, changes in the capital markets, changes in
advertising markets, the rate of migration from paper-based forms
to digital format, customers' budgetary constraints and customers'
changes in short-range and long-range plans; customers' financial
strength; shortages or changes in availability, or increases in
costs of, key materials (such as ink, paper and fuel); changes in
tax laws or interpretations that could increase RR Donnelley's
consolidated tax liabilities; the reliability of the participants
to RR Donnelley's lending agreements; competitive pressures in all
markets in which RR Donnelley operates; successful completion of
the proposed transaction, the ability to implement plans for the
integration of the proposed transaction, including with respect to
sales forces, cost containment, asset rationalization and other key
strategies and the ability to recognize the anticipated synergies
and benefits of the proposed transaction, the receipt of approvals
for the proposed transaction, and such other risks and
uncertainties detailed in RR Donnelley's and Consolidated Graphics'
periodic public filings with the SEC, including but not limited to
those discussed under "Risk Factors" in RR Donnelley's Form 10-K
for the fiscal year ended December 31, 2012 and in
Consolidated Graphics' Form 10-K for the fiscal year ended March
31, 2013, in RR Donnelley's and Consolidated Graphics' subsequent
filings with the SEC and in other investor communications of RR
Donnelley and Consolidated Graphics from time to time. RR Donnelley
and Consolidated Graphics do not undertake to and specifically
decline any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to
reflect future events or circumstances after the date of such
statement or to reflect the occurrence of anticipated or
unanticipated events.
CONTACT: RR Donnelley Contacts:
Media Contact:
Phyllis Burgee, Director Communications
Tel: +1 630-322-6093
E-mail: phyllis.burgee@rrd.com
Investor Contact:
Dave Gardella, Senior Vice President Finance
Tel: +1 312-326-8155
E-mail: david.a.gardella@rrd.com
Consolidated Graphics Contacts:
Media Contact:
Matt Steinberg/Christine Mohrmann
FTI Consulting, Inc.
+1-212-850-5600
Investor Contact:
Jon C. Biro
Executive Vice President/Chief Financial Officer
Consolidated Graphics, Inc.
+1-713-787-0977
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