Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”) and Vertis Holdings, Inc. (“Vertis”) jointly announced today that the waiting period for antitrust review in relation to their proposed business combination expired at midnight on Friday, November 16, with no action taken by the Federal Trade Commission. The companies can now move forward with their proposed sale agreement, pending the receipt of Court approval and the completion of necessary integration plans.
Quad/Graphics and Vertis on October 10, 2012, 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 November 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 December 6, 2012, and will close in the first quarter of 2013. Vertis and Quad/Graphics will continue to operate separately and independently until Bankruptcy Court approval is received and the sale closes.
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.