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TheStreet Open House

Quad/Graphics To Acquire Vertis

Vertis’ clients and suppliers can access additional information about the Company’s Chapter 11 filing on its dedicated website, www.VertisRestructuring.com. Vertis also has established a supplier support center, which may be reached at (866) 927-7076 or SupplierSupport@vertisinc.com.

Quad/Graphics will announce its plans for integration following the completion of the sale process, including any changes to the combined companies’ manufacturing and service platform.

Vertis is advised in this transaction by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice.

Notes Regarding Forward-Looking Statements

To the extent any statements made in this press release contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook, and can generally be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe,” or “continue,” or the negatives of these terms, variations on them and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Quad/Graphics or Vertis. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. These risks, uncertainties and other factors are in discussed in Item 1A of Quad/Graphics’ most recent Form 10-K and including among other the following: the impact of significant overcapacity in the highly competitive commercial printing industry, which creates downward pricing pressure and fluctuating demand for printing services; the potential inability of the Quad/Graphics to reduce costs and improve operating efficiency rapidly enough to meet market conditions; Quad/Graphics may be unable to achieve the potential synergies expected from the completed acquisition of Vertis or it may take longer or cost more than expected to achieve those synergy savings; unexpected costs or liabilities related to the acquisition of Vertis; failure to successfully integrate the operations of Quad/Graphics and Vertis; the filing by Vertis of voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code as part of the transaction process and any possible negative impacts flowing therefrom; the impact of electronic media and similar technological changes; the impact of changing future economic conditions; the potential failure to renew long-term contracts with customers, the renewal of those contracts under different terms, or customer nonperformance in accordance with the terms and for the duration of long-term contracts; significant capital expenditures may be needed to maintain Quad/Graphics’ platform and processes and to remain technologically and economically competitive; the impact of fluctuations in costs (including labor-related costs, energy costs, freight rates and raw materials) and the impact of fluctuations in the availability of raw materials; the impact of regulatory matters and legislative developments or changes in laws, including changes in environmental and privacy laws and postal rates, regulations and services; the impact on Quad/Graphics class A common shareholders of a limited active market for Quad/Graphics common stock and the inability to independently elect directors or control decisions due to the class B common stock voting rights; an other than temporary decline in operating results and enterprise value that could lead to non-cash impairment charges due to the impairment of goodwill, other intangible assets and property, plant and equipment; restrictions imposed by various covenants in the Company’s debt facilities may affect the Company's ability to operate its business; and the inability to retain and attract additional, key employees, or the adverse effects of any strikes or other labor protests.

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