Quad/Graphics and Vertis Deal Passes Antitrust Review

SUSSEX, WI/BALTIMORE—Nov. 19, 2012—Quad/Graphics Inc. and Vertis Holdings jointly announced that the waiting period for antitrust review in relation to their proposed business combination expired at midnight on Friday, Nov. 16, 2012, with no action taken by the Federal Trade Commission. The companies can now move forward with their proposed agreement, pending the receipt of bankruptcy court approval and the completion of necessary integration plans.

On Oct. 10, 2012, Quad/Graphics and Vertis announced the execution of an agreement through which Quad/Graphics will acquire substantially all of the assets comprising Vertis’ businesses. Vertis simultaneously filed voluntary petitions for Chapter 11 relief to complete the sale as efficiently as possible while maintaining continuity for its clients and employees.

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. Under procedures approved by the bankruptcy court, any competing bidders must submit their offers in accordance with the approved procedures by Nov. 23, 2012, in order to be considered.

Vertis has the support of its lenders with respect to the sale to Quad/Graphics. Both companies currently anticipate the sale will be approved by the bankruptcy court on Dec. 6, 2012, and will close in the first quarter of 2013. The organizations will continue to operate separately and independently until court approval is received and the sale closes.

About Quad
Quad/Graphics (NYSE: QUAD) is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, WI (just west of Milwaukee), the company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe.

About Vertis
Vertis is a results-driven marketing communications company that delivers inventive advertising, direct marketing and interactive solutions to prominent brands across North America. Our deep industry knowledge and extensive range of offerings—including integrated data solutions, digital program management systems, creative services, world-class print and mail production, logistics, out-of-home and business process outsourcing—are used to deliver superior program performance that drives bottom line results for our clients.

Source: Quad.