Quad/Graphics to Acquire Brown Printing

SUSSEX, WI and WASECA, MN—April 7, 2014—Quad/Graphics Inc. and Brown Printing today jointly announced a definitive agreement whereby Quad/Graphics will acquire Brown, which serves premier publishers and catalogers with printing, distribution and integrated media solutions. The acquisition will enhance Quad/Graphics’ position as a leader in the printing industry.

The transaction is subject to customary regulatory clearances and is expected to close in the second half of 2014. Both Quad/Graphics’ board of directors and Brown’s parent company Gruner + Jahr and its shareholders approved the transaction.

Quad/Graphics is purchasing Brown for $100 million and intends to use cash on hand or draw on its revolving credit facility to finance the acquisition. Brown expects to generate approximately $350 million in revenues during fiscal year 2014. Quad/Graphics expects that the acquisition will be accretive to earnings and that the purchase price multiple will be less than four times Adjusted EBITDA after taking into account anticipated synergies.

“This acquisition is consistent with our ongoing strategy to transform Quad/Graphics and create value for our clients and shareholders,” said Joel Quadracci, Quad/Graphics chairman, president and CEO. “Brown is a well respected, financially strong company focused on delivering superior quality and impeccable customer service to a diverse range of clients. This acquisition will enhance the many ways we help publishers and marketers drive top-line revenues while better controlling their overall total cost of production and distribution. With print as our foundation, we will continue to find innovative ways to connect and integrate print with other media channels to increase reach, response and return on investment. We are excited by the opportunities ahead and look forward to welcoming Brown’s clients and employees into our family.”

Mike Amundson, president and CEO of Brown Printing, also added: “Brown has prospered under the ownership of Gruner + Jahr and its shareholders for the past 35 years. Their strong financial support along with Brown’s talented and dedicated employees has fueled our growth. Looking forward, we are excited about this acquisition as it will benefit our clients through the expanded depth of the combined platform. In addition, Brown and Quad/Graphics are united by a common culture based on a passion for innovating and providing the highest quality products and client experience in the industry. I am convinced that Quad/Graphics is the best owner for the future of Brown.”

Brown Printing is advised in this transaction by Baker Hostetler. Quad/Graphics is advised by Foley & Lardner LLP.

About Quad/Graphics
Quad/Graphics (NYSE: QUAD), a leading global printer and media channel integrator, is redefining print in today’s multichannel media world by helping marketers and publishers capitalize on print’s ability to complement and connect with other media channels. With consultative ideas, worldwide capabilities, leading-edge technology and single-source simplicity, Quad/Graphics has the resources and knowledge to help its clients maximize the revenue they derive from their marketing spend through channel integration, and minimize their total cost of print production and distribution through a fully integrated national distribution network. The company provides a diverse range of print solutions, media solutions and logistics services from multiple locations throughout North America, Latin America and Europe.

About Brown Printing
Brown proudly serves America’s premier publishers and catalogers with premedia, printing, distribution, and integrated media solutions. Founded in 1957, Brown is a proven industry leader with a client-focused culture that offers customized solutions to meet its clients individual needs. Brown operates three manufacturing facilities strategically located across the United States.

Source: Quad/Graphics.