Court Approves Combination of RR Donnelley and Moore Wallace
February 25 2004 - 11:41AM
PR Newswire (US)
Court Approves Combination of RR Donnelley and Moore Wallace
CHICAGO, TORONTO and NEW YORK, Feb. 25 /PRNewswire-FirstCall/ -- RR
Donnelley and Moore Wallace Incorporated Toronto announced today
that the Ontario Superior Court of Justice has approved the Plan of
Arrangement under which the two companies will be combined. In
connection with the approval, the Court determined that the
arrangement is fair and reasonable to Moore Wallace
securityholders. The receipt of the final order follows the
approval on February 23rd by Moore Wallace securityholders of the
plan of arrangement and RR Donnelley stockholders of the issuance
of shares of common stock of RR Donnelley as contemplated by the
arrangement. The combination will create the world's premier
full-service global printer. More than 99% of the votes cast by
Moore Wallace securityholders and more than 96% of the votes cast
by RR Donnelley stockholders supported the proposals. The
arrangement will become effective upon the issuance of a
certificate of arrangement issued by the Director under the Canada
Business Corporations Act. The companies expect that the
certificate of arrangement will be issued and that the transaction
will close on February 27, 2004, subject to satisfaction of closing
conditions. 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 aswell 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 thecompanies' 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 fluctuationsand 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; Investors,
Julie Gottlieb of Moore Wallace, +1-203-406-3825, , or Media,
Kenneth Juarez of Abernathy MacGregor for Moore Wallace,
+1-212-371-5999, Web site: http://www.rrdonnelley.com/
http://www.moorewallace.com/
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