Quad/Graphics-Worldcolor Deal Clears U.S., Canadian Antitrust Process
SUSSEX, WI/MONTREAL—March 30, 2010—Quad/Graphics, Inc. (“Quad/Graphics”) and World Color Press Inc. (“Worldcolor”) jointly announced today they have cleared antitrust regulatory requirements in the United States and Canada in relation to their proposed business combination.
The U.S. Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), and the rules and regulations thereunder, provide that certain transactions may not be consummated until required information and materials have been furnished to the regulatory authorities and certain waiting periods have expired or been terminated. Quad/Graphics and Worldcolor filed their respective Pre-Merger (Arrangement) Notification and Report Forms with the U.S. Federal Trade Commission and the U.S. Department of Justice under the HSR Act effective as of February 26, 2010. On March 29, 2010, the waiting period expired.
The Canadian Competition Act provides that where pre-merger notification is required, the transaction may not be completed until the expiry, waiver or termination of a statutory waiting period. On January 29, 2010, Quad/Graphics and Worldcolor submitted a request to the Commissioner of Competition for an advance ruling certificate or, in the alternative, a no action letter and waiver of the filing requirement in lieu of providing a notification filing pursuant to the Competition Act. On March 25, 2010, Quad/Graphics and Worldcolor received a no action letter and waiver of the filing requirement.
The transaction remains subject to completion of approval under the Investment Canada Act, as well as to the satisfaction of other closing conditions.
Additional Information and Where to Find It
On March 5, 2010, Quad/Graphics filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which included a preliminary proxy circular/prospectus. Investors and security holders are urged to read the preliminary proxy circular/prospectus and all other relevant documents filed or that will be filed with the sec, including the proxy circular/prospectus that will be part of the definitive registration statement on Form S-4, as they become available because they contain or will contain important information about the proposed transaction.
All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to Worldcolor, at 999 de Maisonneuve Blvd. West, Suite 1100, Montreal (Quebec) H3A 3L4, Canada or by calling (800) 567-7070, in the case of filings by Worldcolor, or to Quad/Graphics, at N63 W23075 Highway 74, Sussex, Wisconsin 53089- 2827, Attention Andrew R. Schiesl, Vice President and General Counsel, or by calling (414) 566-2017, in the case of filings by Quad/Graphics.