Definitive Agreement Between Quad/Graphics and Courier Corporation Terminated
05 Février 2015 - 1:52PM
Business Wire
Printer Moves Forward With Aggressive Three-Year Strategy to
Transform Its Book Platform
Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics” or the
“Company”), a leading global printer, today announced that its
agreement to acquire Courier Corporation (Nasdaq: CRRC) (“Courier”)
has been terminated. Under terms of a definitive agreement signed
with Courier on January 16, 2015, Quad/Graphics would have paid
Courier shareholders the equivalent of a total purchase price of
$20.50 per share.
On January 27, 2015, Courier received an unsolicited offer from
RR Donnelley of $23.00 per share in cash or stock, subject to pro
ration. Quad/Graphics declined to negotiate further. Accordingly,
Courier terminated its agreement with Quad/Graphics on February 5,
2015, and will pay Quad/Graphics a $10 million termination fee.
“We continue to believe our offer to Courier was compelling and
would have provided significant value for all of Quad/Graphics and
Courier stakeholders, including shareholders, employees and
customers in the book market over the long term,” said Joel
Quadracci, Chairman, President & CEO of Quad/Graphics.
“However, when it comes to spending our capital, we maintain a
disciplined approach and, therefore, did not submit a revised
offer. We are always careful to consider the impacts of our
decisions against our priorities to pay down debt and pension
liabilities, invest in our business, pursue future growth
opportunities and return value to our shareholders.”
Quad/Graphics continues to move forward with its previously
announced investment in 20-plus HP color digital web presses and
integrated systems. By mid-June, the company will have five such
presses in its platform with yet another to be installed before
year’s end. The technology gives book publishers new abilities to
print books on demand and bring the promise of zero inventory and
just-in-time delivery closer to reality.
“Our focus remains on transforming our book platform through the
rapid implementation of digital press technology that will give
publishers increased customization and versioning capabilities;
faster time-to-market; reduced waste, inventories and obsolescence;
and lower fixed costs,” Quadracci said. “This is an exciting time
for our Company as we take aggressive steps to change the face of
the industry. Our digital printing transformation strategy will
bring unique benefits to our clients, and allow us to gain
additional market share and grow the book segment of our
business.”
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include statements regarding,
among other things, our current expectations about the Company’s
future results, financial condition, revenue, earnings, free cash
flow, margins, objectives, goals, strategies, beliefs, intentions,
plans, estimates, prospects, projections and outlook of the Company
and can generally be identified by the use of words or phrases such
as "may," "will," "expect," "intend," "estimate," "anticipate,"
"plan," "foresee," "project," "believe," "continue" or the
negatives of these terms, variations on them and other similar
expressions. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause
actual results to be materially different from those expressed in
or implied by such forward-looking statements. Forward-looking
statements are based largely on the Company’s expectations and
judgments and are subject to a number of risks and uncertainties,
many of which are unforeseeable and beyond our control.
The factors that could cause actual results to materially differ
include, among others: the impact of significant overcapacity in
the highly competitive commercial printing industry, which creates
downward pricing pressure and fluctuating demand for printing
services; the inability of the Company to reduce costs and improve
operating efficiency rapidly enough to meet market conditions; the
impact of electronic media and similar technological changes,
including digital substitution by consumers; the impact of changes
in postal rates, service levels or regulations; the impact of
changing future economic conditions; the failure to renew long-term
contracts with clients on favorable terms or at all; the failure of
clients to perform under long-term contracts due to financial or
other reasons or due to client consolidation; the failure to
successfully identify, manage, complete and integrate acquisitions
and investments; the impact of increased business complexity as a
result of the Company’s entry into additional markets; 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 privacy and environmental laws; the impact on
the holders of Quad/Graphics class A common stock of a limited
active market for such shares and the inability to independently
elect directors or control decisions due to the voting power of the
class B common stock; the impact of risks associated with the
operations outside of the United States; significant capital
expenditures may be needed to maintain the Company’s platform and
processes and to remain technologically and economically
competitive; and the other risk factors identified in the Company’s
most recent Annual Report on Form 10-K, as such may be amended or
supplemented by subsequent Quarterly Reports on Form 10-Q or other
reports filed with the Securities and Exchange Commission.
Except as required by the federal securities laws, the Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Quad/Graphics
Quad/Graphics (NYSE: QUAD), a leading global printer, is
redefining print in today’s multichannel media world by helping
marketers and publishers capitalize on print’s ability to
complement and connect with other media channels. With consultative
ideas, worldwide capabilities, leading-edge technology and
single-source simplicity, Quad/Graphics has the resources and
knowledge to help its clients maximize the revenue they derive from
their marketing spend through channel integration, and minimize
their total cost of print production and distribution through a
fully integrated national distribution network. The Company
provides a diverse range of print solutions, media solutions and
logistics services from multiple locations throughout North
America, Latin America and Europe.
Quad/Graphics Media Contact:Claire Ho,
414-566-2955Quad/Graphics Director of Corporate
CommunicationsClaire.Ho@qg.comorQuad/Graphics Investor Relations
Contact:Kelly Vanderboom, 414-566-2464Quad/Graphics Vice
President & TreasurerKelly.Vanderboom@qg.com
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