Quad/Graphics to Acquire Worldcolor
“Mark Angelson has a long tenure in public company management and an unmatched record of
success in leading consolidations in our industryand creating value for public company
shareholders. I am pleased that he will join our Board and that we will benefit from his
experience as we integrate these two companies,” concluded Mr. Quadracci.
Through the acquisition, Quad/Graphics plans to achieve greater operational efficiencies,
capacity rationalization, enhanced production flexibility and reduced cycle time, and
significantly improve its supply chain management capabilities. Additionally, Quad/Graphics
expects to benefit from a strong pro forma credit profile with enhanced liquidity and generate
solid free cash flow.
Mr. Quadracci will serve as Chairman, President and Chief Executive Officer of the expanded
company. The future Board will be comprised of the six current Quad/Graphics directors and
two Worldcolor directors: Mr. Angelson, who will Chair the Board Committee on Integration
and Consolidation, and a director to be named prior to closing, who will becomea member of
the Audit Committee, bolstering Quad/Graphics’ commitment to excellence in financial
Each Worldcolor Common Share outstanding at closing will be converted after a multi-step
transaction into a number of Class A Common Shares of Quad/Graphics at a Share Exchange
Ratio to be determinedat closing. Worldcolor has Convertible Preferred Shares (and related
accrued but unpaid dividends) that at the option of each holder, may be converted into
Worldcolor Common Shares or, if not previously converted, will be redeemed forcash at U.S.
$8.00 per share. Worldcolor has two series of Warrants outstanding that either convert to
Worldcolor Common Shares or will be redeemed for cash at a price in accordance with
contractually specified formulas.
Worldcolor Common Shareholders will receive Quad/Graphics Class A Common Shares, each
having one vote per share, for approximately 40 percent total ownership of the Company.
Quad/Graphics’ shareholders will continue to own Class A, Class B and Class C shares for
approximately 60 percent total ownership of the Company. The Harry V. Quadracci family
will control the Company through ownership of the high-voting Class B shares. The Class C
Shares are owned by a qualified retirement trust for Quad/Graphics employees. Any future
dividend or consideration received will be distributed pro rata regardless of share class. The
Class A Common Shares are expected to afford holders enhanced liquidity. Neither the Class
B norClass C Shares are expected to be publicly traded.