Quad/Graphics to Acquire Vertis; Facilitated by Vertis’ Chapter 11 Filing

“The complementary capabilities of our two businesses in retail advertising inserts, direct marketing and in-store marketing will further strengthen and expand our offerings, and will allow us to even better serve our clients, achieve additional efficiencies and build long-term value for our shareholders. We look forward to welcoming Vertis’ clients and employees into our family,” added Quadracci.

Vertis’ board and senior management team accepted the offer from Quad/Graphics following an extensive and in-depth process to review strategic opportunities for its businesses conducted over the past several months.

“The offer from Quad/Graphics was the most compelling proposal we received because it ensures continuity for clients and the greatest number of opportunities for our employees while also maximizing value for our stakeholders,” said Gerald Sokol, Jr., CEO of Vertis. “By combining the talents and resources of these two great companies, we will be able to enhance the levels of service, quality and technological innovation we provide to our clients, further improving the effectiveness of our programs and increasing clients’ returns on their marketing investments.”

As part of the sale through the Chapter 11 case, Vertis and its advisors will evaluate any competing bids that may be submitted in order to ensure it receives the highest and best offer for its assets. The agreement with Quad/Graphics comprises the initial stalking horse bid in the Court-supervised auction process under Section 363 of the Bankruptcy Code.

Vertis and Quad/Graphics anticipate the sale will be approved by the bankruptcy court during the fourth quarter of 2012 and will most likely close in the first quarter of 2013, pending the receipt of customary regulatory approvals. Vertis expects to operate its business as usual until the sale closes and, subject to the bankruptcy court’s approval, has obtained $150 million in debtor-in-possession financing from a group of lenders led by GE Capital, Restructuring Finance to ensure it is able to meet its financial obligations throughout the Chapter 11 cases.

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