Worldcolor announces share exchange ratio and cash consideration in connection with proposed acquisition by Quad/Graphics
July 2, 2010
– World Color Press Inc. ("Worldcolor") (TSX:WC - News) (TSX:WC.U - News) announced today the share exchange ratio and cash consideration amount payable by Quad/Graphics, Inc. ("Quad/Graphics") in connection with the arrangement agreement between Quad/Graphics and Worldcolor. Pursuant to the arrangement agreement, each Worldcolor common share will be converted into the right to receive 0.2154 shares of class A common stock of Quad/Graphics upon completion of the arrangement. In addition to share consideration, holders of Worldcolor common shares, including the 13,687,826 Worldcolor common shares to be issued upon conversion of the Worldcolor preferred shares, will receive cash consideration of U.S. $48,405,658.83 in the aggregate (approximately U.S.$ 0.56 per share) upon completion of the arrangement. Worldcolor preferred shareholders who elected redemption will receive cash consideration of approximately U.S.$ 8.86 per share upon completion of the arrangement.
The final order approving the arrangement was granted by the Quebec Superior Court (Commercial Division) on June 28, 2010. If the other conditions to the completion of the transaction are satisfied or waived, it is expected that the arrangement will be completed on July 2, 2010.
Worldcolor is an industry leader in providing high-value and comprehensive print, digital and related services to retailers, catalogers, publishers, branded-goods companies and other businesses worldwide. Founded in 1903, Worldcolor's products include advertising inserts and circulars, catalogs, direct mail products, magazines, books, directories, digital premedia, logistics and mail list technologies. During its century-long existence, Worldcolor has had a rich tradition of leadership and excellence. Its employees are focused on helping customers meet their needs from facilities located in the United States, Canada, Argentina, Brazil, Chile, Colombia, Mexico and Peru. More information about Worldcolor can be found on its website at http://www.worldcolor.com.