Quad/Graphics, Inc. QUAD, -15.45% (“Quad/Graphics” or “Quad”), a arch business solutions provider, and LSC Communications, Inc. LKSD, 11.07% (“LSC Communications”), a baton in book and agenda media solutions, today appear that their boards of admiral accept accustomed a absolute acceding whereby Quad will admission LSC Communications in an all-stock transaction admired at about $1.4 billion, including the refinancing of LSC Communications’ debt. As of September 30, 2018, the accumulated aggregation would accept had anniversary acquirement of about $8 billion.
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STRATEGIC AND FINANCIAL RATIONALE
“This is a defining moment in Quad’s 47-year journey,” said Joel Quadracci, Quad/Graphics Chairman, President & CEO. “We accept developed from a printer with a distinct adeptness to a all-around business solutions provider with a seamless, chip alms that creates added amount for all our stakeholders at a time of cogent media disruption. Together with LSC Communications, we will actualize a acute aggregate of talent, adeptness and applicant technology to added ammunition our Quad 3.0 business solutions transformation and strengthen the role of book – a accurate and trusted media anatomy in today’s multichannel world.”
Quadracci continued: “We attending avant-garde to affable LSC Communications’ advisers to our team. They will be allotment of a dynamic, values-based alignment that is focused on creating a bigger way for our audience and our company. From this celebrated business combination, our audience will account from a awful able book platform, and the added cost- and acceptable opportunities generated from added assembly and administration efficiencies and flexibility, broadcast allegation and acumen services, and adequate book administration services. We are assured in the synergies we will accomplish from this transaction. We will draw on our abysmal affiliation acquaintance to auspiciously adjust our operations and actualize abiding acceptable actor value. In addition, with an all-stock transaction, our accumulated shareholders will account from our connected able and advantageous antithesis sheet.”
Thomas J. Quinlan III, LSC Communications Chairman, Chief Controlling Officer and President, said: “Since acceptable a standalone attainable aggregation at the end of 2016, LSC Communications has added analytical scale, capabilities and technologies. We accept done so through acquisitions and divestitures as we assignment to strengthen our position as a arch innovator in book and multichannel logistics. We are now demography the aing above footfall in our evolution. Together with Quad, we will be bigger positioned in the activating industry ambiance to calmly serve our audience admitting a broader set of offerings to advice accommodated and administer their needs. We are admiring that LSC Communications’ shareholders will account from the cogent projected synergies as able-bodied as the abeyant upside enabled by buying in the accumulated company. We at LSC Communications are appreciative of what we accept accomplished, and with Quad we attending avant-garde to continuing to body on our affluent history of accouterment audience with avant-garde industry arch solutions.”
Under the acceding of the agreement, LSC Communications shareholders will accept 0.625 shares of Quad Class A accepted banal for anniversary LSC Communications allotment they own, apery about 29 percent absolute bread-and-er buying of the accumulated aggregation and about 11 percent of the vote of the accumulated company. Based on the closing allotment prices of both companies on October 30, 2018, the alliance application represents a exceptional of 34 percent to LSC Communications shareholders. Quad shareholders will abide to own Class A and Class B shares, apery about 71 percent absolute bread-and-er buying of the accumulated aggregation and about 89 percent absolute voting adeptness of the accumulated company. The transaction supports Quad’s abiding cardinal eyes by attention the Quadracci Family administration and voting ascendancy in the company.
Quad expects the transaction to be accretive to earnings, excluding non-recurring affiliation costs. Net synergies are accepted to be about $135 million, and will be able in beneath than two years, through the aishment of duplicative functions, accommodation rationalization, greater operational efficiencies and greater efficiencies in accumulation alternation administration that will additionally account our clients.
Joel Quadracci will be Chairman, President and Chief Controlling Officer of the accumulated company. Quad will aggrandize its lath of admiral to accommodate two associates from LSC Communications’ absolute board.
The transaction is accepted to aing in mid-2019, accountable to approval by Quad and LSC Communications shareholders, authoritative approval and added accepted closing conditions.
The Quadracci Family Voting Trust, holder of about 64 percent of the voting adeptness of Quad’s outstanding accepted stock, has entered into a voting acceding with LSC Communications pursuant to which it will vote in favor of the arising of shares in affiliation with the transaction.
The closing of the transaction is not accidental on financing. Quad has anchored a costs allegation from JPMorgan Chase Bank, N.A. to refinance Quad’s absolute acclaim adeptness and LSC Communications’ outstanding debt.
Quad is brash in this transaction by J.P. Morgan Balance LLC, BDT & Aggregation and Foley & Lardner LLP. LSC Communications is brash by BofA Merrill Lynch and Sullivan & Cromwell LLP.
Transaction Appointment Alarm and Quad Third Division 2018 Antithesis After-effects
In abstracted columnist releases, Quad and LSC appear their corresponding third division and year-to-date 2018 results. In ablaze of today’s transaction announcement, LSC Communications has annulled its ahead appear alarm for November 1. Quad/Graphics will authority a collective appointment alarm and webcast with LSC Communications today at 8:30 a.m. ET / 7:30 a.m. CT to altercate the business combination. Quad/Graphics additionally will altercate its third division banking after-effects on this call.
Participants can pre-register for today’s appointment alarm and webcast by abyssal to http://dpregister.com/10124442. Participants will be accustomed a different PIN to accretion absolute admission to the call, bypassing the alive operator. Participants may pre-register at any time, including up to and afterwards the alarm alpha time.
Alternatively, participants may punch into the appointment alarm at atomic 10 account above-mentioned as follows:
• U.S. Toll-Free: 1-877-328-5508
• International Toll: 1-412-317-5424
Presentation abstracts will be attainable in the broker relations area of anniversary company’s website at http://investors.qg.com and http://investor.lsccom.com/.
Telephone playback will be attainable anon afterwards the appointment alarm ends, attainable as follows:
• U.S. Toll-Free: 1-877-344-7529
• International Toll: 1-412-317-0088
• Replay Admission Code: 10124442
The playback will be attainable until December 1, 2018.
Notes Apropos Forward-Looking Statements
This advice contains avant-garde statements aural the acceptation of federal balance laws apropos Quad/Graphics and LSC Communications. These avant-garde statements chronicle to, amid added things, the proposed transaction amid Quad/Graphics and LSC Communications and accommodate expectations, estimates and projections apropos the business and operations, cardinal initiatives and amount conception affairs of Quad/Graphics and LSC Communications. In accordance with “safe harbor” accoutrement of the Private Balance Litigation Reform Act of 1995, these statements are accompanied by cautionary accent anecdotic important factors, admitting not necessarily all such factors that could account approaching outcomes to alter materially from those set alternating in the avant-garde statements. You can analyze avant-garde statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may”, “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will” or added agnate expressions that back the ambiguity of approaching contest or outcomes. Such avant-garde statements are not guarantees of approaching achievement and are accountable to risks, uncertainties and added factors, some of which are above the companies’ ascendancy and are difficult to predict. Factors that could account Quad/Graphics’ or LSC Communications’ absolute after-effects to alter materially from those adumbrated in the avant-garde statements include: (1) the adeptness to complete the proposed transaction amid Quad/Graphics and LSC Communications on the advancing acceding and timetable; (2) the adeptness to access approval by the shareholders of Quad/Graphics and the stockholders of LSC Communications accompanying to the proposed transaction and the adeptness to amuse assorted added altitude to the closing of the proposed transaction advised by the alliance agreement; (3) the adeptness to access authoritative approvals of the proposed transaction on the proposed acceding and schedule, and any altitude imposed on the accumulated entities in affiliation with cleanup of the proposed transaction; (4) the accident that the amount accumulation and any added synergies from the proposed transaction may not be absolutely accomplished or may booty best to apprehend than expected; (5) disruption from the proposed transaction authoritative it added difficult to advance relationships with customers, advisers or suppliers; (6) risks apropos to any abrupt liabilities of LSC Communications or Quad/Graphics; (7) customer appeal for our products; (8) our adeptness to administer disruptions in acclaim markets or changes to our acclaim rating; (9) the success or timing of achievement of advancing or advancing basic or aliment projects; (10) the believability of processing units and added equipment; (11) business strategies, advance opportunities and accepted investment; (12) the capability of our basic assets and liquidity, including but not bound to, availability of acceptable banknote breeze to assassinate our business plans, including aural the accepted timeframe; (13) the aftereffect of restructuring or about-face of business components; (14) the abeyant furnishings of administrative or added affairs on our businesses, banking condition, after-effects of operations and banknote flows; (15) connected or added animation in and/or abasement of accepted economic, market, industry or business conditions; (16) the advancing furnishings of accomplishments of third parties such as competitors, activist investors or federal, foreign, accompaniment or bounded authoritative authorities or plaintiffs in litigation; (17) the adeptness to apparatus affiliation affairs for the proposed transaction, including with account to sales forces, amount containment, asset realization, systems affiliation and added key strategies; (18) the accident that the advancing tax analysis of the proposed transaction is not obtained; (19) abrupt costs, accuse or costs consistent from the proposed transaction; (20) the appulse of adverse bazaar altitude or added agnate risks to those articular herein affecting Quad/Graphics and LSC Communications and (21) the factors set alternating beneath the branch “Risk Factors” in Quad/Graphics’ and LSC Communications’ corresponding Anniversary Reports on Anatomy 10-K for the year concluded December 31, 2017, filed with the Balance and Exchange Commission (“SEC”). We accept based our avant-garde statements on our accepted expectations, estimates and projections about our industry. We attention that these statements are not guarantees of approaching achievement and you should not await disproportionately on them, as they absorb risks, uncertainties, and assumptions that we cannot predict. In addition, we accept based abounding of these avant-garde statements on assumptions about approaching contest that may prove to be inaccurate. While our corresponding administration considers these assumptions to be reasonable, they are inherently accountable to cogent business, economic, competitive, authoritative and added risks, contingencies and uncertainties, best of which are difficult to adumbrate and abounding of which are above our control. Accordingly, our absolute after-effects may alter materially from the approaching achievement that we accept bidding or anticipation in our avant-garde statements. We undertake no obligation to amend any avant-garde statements except to the admeasurement appropriate by applicative law.
Added Advice and Where to Find It
In affiliation with the proposed transaction, a allotment account on Anatomy S-4 will be filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final collective proxy statement/prospectus will be mailed to shareholders of Quad/Graphics and stockholders of LSC Communications. Investors and aegis holders will be able to access the abstracts chargeless of allegation at the SEC’s website, www.sec.gov, from Quad/Graphics at its website, www.QG.com, or by contacting Quad/Graphics’ Broker Relations at [email protected], or from LSC Communications at its website, www.lsccom.com, or by contacting LSC Communications’ Broker Relations at [email protected]
Participants in Address
Quad/Graphics and LSC Communications and their corresponding admiral and controlling admiral and added associates of administration and advisers may be accounted to be participants in the address of proxies in account of the proposed transaction. Advice apropos Quad/Graphics’ participants is set alternating in the proxy statement, filed April 4, 2018, for Quad/Graphics’ 2018 anniversary affair of shareholders as filed with the SEC on Agenda 14A. Advice apropos LSC Communications’ participants is set alternating in the proxy statement, filed April 10, 2018, for LSC Communications’ 2018 anniversary affair of stockholders as filed with the SEC on Agenda 14A. Added advice apropos the interests of such participants in the address of proxies in account of the proposed transaction will be included in the allotment account and collective proxy statement/prospectus and added accordant abstracts to be filed with the SEC back they become available.
Quad/Graphics QUAD, -15.45% is a arch business solutions provider. The Aggregation leverages its able book foundation as allotment of a abundant larger, able-bodied chip business alms that helps marketers and agreeable creators advance the ability and capability of their business absorb beyond offline and online media channels. With a advising approach, common capabilities, leading-edge technology and single-source simplicity, Quad has the assets and ability to advice a avant-garde array of audience in assorted vertical industries, including retail, publishing and healthcare. Quad provides a assorted ambit of agenda and book and accompanying products, casework and solutions from assorted locations throughout North America, South America and Europe, and cardinal partnerships in Asia and added genitalia of the world. For added advice appointment www.QG.com.
About LSC Communications
With a affluent history of industry experience, avant-garde solutions and account reliability, LSC Communications LKSD, 11.07% is a all-around baton in book and agenda media solutions. The company’s acceptable and agenda print-related casework and appointment articles serve the needs of publishers, merchandisers and retailers about the world. With avant-garde technology and a advising approach, LSC’s accumulation alternation solutions accommodated the needs of anniversary business by accepting their agreeable into the appropriate easily as calmly as possible.
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SOURCE: Quad/Graphics, Inc.
Quad/Graphics Broker Relations Contact Kyle Egan Director of Broker Relations and Assistant Treasurer, Quad/Graphics 414-566-2482 [email protected] or LSC Communications Broker Relations Contact Janet Halpin Senior Vice President, Treasurer and Broker Relations, LSC Communications 773-272-9275 [email protected] or Quad/Graphics Media Contact Claire Ho Manager of Corporate Communications, Quad/Graphics 414-566-2955 [email protected] or LSC Communications Media Contacts Steve Frankel / Jamie Moser / Adam Pollack Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
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