RR Donnelley and Moore Wallace Combination Receives Approval Under The Investment Canada Act
February 09 2004 - 9:15AM
PR Newswire (US)
RR Donnelley and Moore Wallace Combination Receives Approval Under
The Investment Canada Act CHICAGO, TORONTO and NEW YORK, Feb. 9
/PRNewswire-FirstCall/ -- RR Donnelley and Moore Wallace
Incorporated (NYSE: MWI; TSX) announced today that they have
received approval under the Investment Canada Act for the proposed
combination of the two companies. RR Donnelley and Moore Wallace
expect to close the transaction by the end of February 2004,
subject to certain closing conditions, including approvalfrom RR
Donnelley shareholders and Moore Wallace securityholders at special
meetings being held for both companies on February 23 and a final
order approving the plan of arrangement from the Ontario Superior
Court of Justice, following a hearing now scheduled for February
25. 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 has30,000 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 itscustomers 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 abilityto 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 Joint Management Information Circular and
Proxy Statement regarding the proposed transaction with the U.S.
Securities and Exchange Commission (SEC), and Moore Wallace has
filed the Joint Management Information Circular and Proxy Statement
with the Canadian Securities regulatory authorities. WE URGE
INVESTORS IN RR DONNELLEY AND MOORE WALLACE TO CAREFULLY READ THE
JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT BECAUSE
IT CONTAINS IMPORTANT INFORMATION ABOUT RR DONNELLEY, MOORE WALLACE
AND THE PROPOSED TRANSACTION. Investors and securityholders may
obtain the Joint Management Information Circular and Proxy
Statement and any other relevant documents filed by RR Donnelley
and Moore Wallace 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 Administrators at http://www.sedar.com/. In
addition, investors and securityholders may obtain free copies of
the Joint Management Information Circular and Proxy Statement 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 Joint Management Information Circular and Proxy Statement 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
is included in the Joint Management Information Circular and Proxy
Statement. DATASOURCE: RR Donnelley CONTACT: Media, Katherine
Divita, +1-312-326-8336, , or Investors, Chuck White,
+1-312-326-8827, , 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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