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Vertis Communications and American Color Graphics Sign Letter of Intent to Merge

Tuesday, July 24, 2007

Press release from the issuing company

BALTIMORE--July 23, 2007-- Vertis Communications and American Color Graphics today announced that they have signed a letter of intent to merge the operations of ACG, one of the largest printing and premedia companies in North America, into Vertis' nationwide marketing and printing services platform.
The combined company will be led by Mike DuBose, chairman and CEO of Vertis. Steve Dyott, ACG's current CEO, is expected to remain with the combined company to help with the transition and integration of the two companies. As a result of the merger, the owners of ACG will receive 10 percent of the combined company's common equity and 8 percent of the mezzanine subordinated notes of Vertis Holdings. At the closure of the merger, ACG will become a wholly-owned subsidiary of Vertis.
Mike DuBose, chairman and CEO of Vertis, said, "This acquisition will bring together two industry leaders and we expect it to be well received by our clients and stakeholders. Our commitment to our customers' success will be further enhanced in the combined organization as a result of the increased talent, financial strength, technology and other resources of a larger Vertis. This combination will allow us to better address today's advertising insert and premedia services marketplace as well as further complement Vertis' Direct Marketing, Media Services, Technology and Creative Service businesses."
He continued, "Vertis will now have a significantly larger footprint to better serve existing and future clients. We look forward to working with the ACG management team to finalize integration plans as well as realize improvements in cost efficiencies and further enhancements in product breadth, innovation and customer service."
The two privately held companies have complementary service offerings and clients, promoting the combined organization's expertise in advertising inserts and premedia services. The merger will integrate ACG's eight production facilities, with capabilities in commercial offset and flexographic printing, as well as six premedia service centers into Vertis. Vertis believes that the combined company will realize significant synergies as the operations are restructured to increase operational efficiencies and improve service offerings across the platform and product lines.
ACG's 2007 revenues were $445 million, while earnings before interest, taxes, depreciation, and amortization were $38 million for the twelve months ended 3/31/07. On a pro forma basis, the combined entities would have had revenues of $1,896 million and adjusted earnings before interest, taxes, depreciation, and amortization of $197 million for the twelve months ended 3/31/07 excluding any potential synergies.
The closing of the transaction is subject to the execution of a mutually acceptable definitive merger agreement, the satisfaction of customary closing conditions, and the receipt of necessary approvals. Vertis and ACG expect to sign a definitive merger agreement by August 13, 2007. The merger will be subject to the amendment, refinancing, or repayment in full of the parties' senior secured credit facilities and the successful exchange of the parties' outstanding notes (or another mutually satisfactory arrangement).




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