Quad/Graphics to Acquire Worldcolor

[Cory Smith]

SUSSEX, WISCONSIN and MONTREAL, QUEBEC, -- Quad/Graphics, Inc., the largest privately held printer in the U.S., and World Color Press Inc. ("Worldcolor"), the second largest provider of print, digital and related services in the Americas, today announced that their boards of directors unanimously have approved a definitive arrangement agreement whereby Quad/Graphics will acquire Worldcolor, enhancing Quad/Graphics' position as a leader in the printing industry with increased efficiencies, greater geographic reach and broader product and service scope. The expanded Quad/Graphics will have nearly 30,000 employees serving customers in the U.S., Canada, Latin America and Europe. Worldcolor and Quad/Graphics had aggregate unaudited revenues for the 12-month period ended September 30, 2009 of U.S. $5.1 billion and aggregate unaudited adjusted EBITDA of U.S. $647 million. Worldcolor's and Quad/Graphics' unaudited adjusted EBITDA margins for the same period were 9.7% and 17.6%, respectively.

The transaction is expected to close approximately in the summer of 2010 and be accretive to the earnings of the combined enterprise. Quad/Graphics' management estimates that the combination will generate approximately U.S. $225 million in pre-tax net annualized synergies within 24 months. Concurrent with the closing of the transaction, Quad/Graphics intends to become a publicly traded company. Quad/Graphics expects to register its Class A Common shares with the U.S. Securities and Exchange Commission (SEC) and proceed with a listing on a leading U.S. exchange. Under terms of the agreement, Worldcolor shareholders will receive at closing approximately 40 percent of the outstanding shares of Quad/Graphics and Quad/Graphics' shareholders will hold approximately 60 percent of the shares.

The acquisition will enhance Quad/Graphics position as a commercial printing leader in North America serving the Magazine, Catalog, Retail Insert, Book, Directory, and Direct Mail product segments and enhance Quad/Graphics' standing as one of the leading commercial printers in the world. The expanded Quad/Graphics will be better positioned to succeed in the dynamic, highly fragmented, and competitive printing industry as it will offer clients a more comprehensive range of services, including a broader variety of product types and revenue generating solutions; an enhanced manufacturing platform that will make available Quad/Graphics' industry leading technology and automation to the combined platform; an expanded geographic footprint and customer service presence; and new opportunities to realize distribution efficiencies through improved speed-to-market and product integrity for USPS delivered products and volume driven postage savings programs, such as co-mailing, all backed by experienced and proven leadership.

"By combining the strengths of both companies, we will enhance our leadership position in the printing industry," said Joel Quadracci, Quad/Graphics Chairman, President and Chief Executive Officer. "Customer needs and demands are rapidly evolving, and our expanded company will be even better equipped to meet those demands. With increased access to capital markets, we plan to make appropriate investments in our platform and data-driven solutions to secure the future of print. With our strong commitment to innovation and customer satisfaction, combined with the greater operational efficiencies we are targeting, we will be better able to achieve our strategic objectives and continue to generate industry-leading margins and profitable growth, all while creating opportunities for our customers, shareholders and employees."

Full Release here:
http://members.whattheythink.com/new...x.cfm?id=41822

[Joe]

WOW! They just keep gobbling each other up. I worked at the original World Color for +20 years. I've never heard much bad about Quad so this hopefully will work out great for all involved.

[CD102]

WOW! They just keep gobbling each other up. I worked at the original World Color for +20 years. I've never heard much bad about Quad so this hopefully will work out great for all involved.

I hope so, but I don't think so. I'm sure that we'll be hearing about synergies and cost savings and other terms like that and soon we'll hear about plant closings and people losing their jobs. That's the nature of pretty much all mergers and buyouts, not just in the printing industry.

[Old Dog]

I worked at World Color for 21 + years myself and when KKR bought them out I saw the handwriting and left. Probably the best move I ever made. Yes, there will be jobs lost due to overlapping territories or consolidation. I wish all my former brothers the best of luck, the ones left anyway.

The really sad part I see is emails from print equipment brokers almost giving away press and bindery equipment. I think mergers aren't what we have to fear in the print business. It's what you are looking at this very minute.

[thomasallen]

Yes of course mergers infact come to be good

[CD102]

Yes of course mergers infact come to be good

Sometimes. And there are plenty of mergers that end in bankruptcies and failed companies. Just look at the mess that resulted from Smurfit buying/merging with Stone Container.