Quad/Graphics to Acquire Worldcolor

Transaction Summary

Each Worldcolor Common Share outstanding at closing will be converted after a multi-step transaction into a number of Class A Common Shares of Quad/Graphics at a Share Exchange Ratio to be determined at closing. Worldcolor has Convertible Preferred Shares (and related accrued but unpaid dividends) that at the option of each holder, may be converted into Worldcolor Common Shares or, if not previously converted, will be redeemed for cash at U.S. $8.00 per share. Worldcolor has two series of Warrants outstanding that either convert to Worldcolor Common Shares or will be redeemed for cash at a price in accordance with contractually specified formulas.