RR Donnelley - Moore Wallace Hart-Scott-Rodino Review Period Expires
December 29 2003 - 7:37AM
PR Newswire (US)
RR Donnelley - Moore Wallace Hart-Scott-Rodino Review Period
Expires CHICAGO, TORONTO and NEW YORK, Dec. 29
/PRNewswire-FirstCall/ -- RR Donnelley and Moore Wallace
Incorporated (TSX: MWI) today announced that the review period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, for the previously announced combination of the two
companies has expired. The companies expect the combination to be
completed by the end of the first quarter 2004, subject to certain
conditions including approval from RR Donnelley stockholders and
Moore Wallace securityholders, Ontario court approval of a plan of
arrangement, and Investment Canada approval. On November 8, 2003,
RR Donnelley and Moore Wallace entered into a definitive agreement
to create the world's premier full-service commercial printer with
more than $8 billion in annual revenues, a leading position in
North America and approximately 50,000 employees. 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 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 Securities
and Exchange Commission (SEC), 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 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) and the
securities commissions or equivalent regulatory authorities in
Canada. 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 , or
Investors, Lisa Mount, +1-312-326-8926, or , both of RR Donnelley;
or Julie Gottlieb of Moore Wallace, +1-203-406-3825, or Web site:
http://www.moorewallace.com/ http://www.rrdonnelley.com/
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