RR Donnelley and Moore Wallace Set Dates for Special Shareholder Meetings
08 January 2004 - 1:13AM
PR Newswire (US)
RR Donnelley and Moore Wallace Set Dates for Special Shareholder
Meetings CHICAGO, TORONTO and NEW YORK, Jan. 7
/PRNewswire-FirstCall/ -- RR Donnelley today announced that it
expects to call a special meeting of its stockholders for February
23, 2004, and Moore Wallace Incorporated (NYSE: MWI; TSX) announced
that it expects to call a special meeting of its securityholders
for February 23, 2004, in connection with the planned combination
of the two companies, subject, in each case, to Moore Wallace
obtaining an interim order from the Ontario Superior Court of
Justice regarding the calling and holding of the Moore Wallace
special meeting. RR Donnelley and Moore Wallace have each set
January 15, 2004, as the record dates for the meetings. The
companies expect to file the definitive Joint Management
Information Circular and Proxy Statement with regulatory
authorities and mail the document to securityholders on or about
January 20, 2004. RR Donnelley and Moore Wallace expect to close
the transaction by the end of February 2004, subject to the
satisfaction of all closing conditions, including receipt of
approval under the Investment Canada Act and a final order
approving the plan of arrangement from the Ontario Superior Court
of Justice. 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 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. 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 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 preliminary Joint Management Information
Circular and Proxy Statement regarding the proposed transaction
with the U.S. Securities and Exchange Commission (SEC). This
document is not yet final and will be amended. WE URGE INVESTORS IN
RR DONNELLEY AND MOORE WALLACE TO CAREFULLY READ THE DEFINITIVE
VERSION OF THE JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT RR DONNELLEY, MOORE WALLACE AND THE
PROPOSED TRANSACTION. The definitive Joint Management Information
Circular and Proxy Statement will be mailed to the RR Donnelley
stockholders and the Moore Wallace securityholders. Investors and
securityholders may obtain the preliminary Joint Management
Information Circular and Proxy Statement, the definitive Joint
Management Information Circular and Proxy Statement and any other
relevant documents filed by RR Donnelley and Moore Wallace (when
they become available) 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 Administrator at http://www.sedar.com/ . In
addition, investors and securityholders may obtain free copies of
the definitive Joint Management Information Circular and Proxy
Statement when 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 definitive Joint Management Information
Circular and Proxy Statement when 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 will be included in the
definitive Joint Management Information Circular and Proxy
Statement when it becomes available. DATASOURCE: RR Donnelley
CONTACT: Media, Katherine Divita, +1-312-326-8336, , or 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.moorewallace.com/ http://www.rrdonnelley.com/
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