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Valassis Commences Exchange Offer for its 6 5/8% Senior Notes due 2021

Monday, June 06, 2011

Press release from the issuing company

LIVONIA, Mich., -- Valassis, one of the nation's leading media and marketing services companies, announced today that it has commenced an offer to exchange (the "Exchange Offer") up to $260,000,000 aggregate principal amount of its new 6 5/8% Senior Notes due 2021 (the "New Notes") and the guarantees of Valassis' subsidiary guarantors, in each case, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of Valassis' outstanding, unregistered 6 5/8% Senior Notes due 2021 issued on January 28, 2011 (the "Original Notes") and the related guarantees.  The New Notes will be identical in all material respects to the Original Notes, except that the New Notes have been registered under the Securities Act, will bear a different CUSIP number from the Original Notes and will not entitle their holders to registration rights or rights to earn additional interest under circumstances relating to our registration obligations applicable to the Original Notes.  

Valassis is making this Exchange Offer to satisfy its obligations under the registration rights agreement Valassis and its subsidiary guarantors entered into with the initial purchasers of the Original Notes under which Valassis committed to use its commercially reasonable efforts to issue the New Notes pursuant to a registration statement under the Securities Act in exchange for the Original Notes, which were privately placed and are subject to certain transfer restrictions. The Exchange Offer will not affect Valassis' outstanding debt levels, as the New Notes will be issued only upon cancellation of a like principal amount of currently outstanding Original Notes.  Valassis will not receive any proceeds from the Exchange Offer.

Valassis will accept for exchange any and all Original Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on July 1, 2011, unless the Exchange Offer is extended by Valassis.

Copies of the prospectus and the related letter of transmittal (and other transmittal materials) can be obtained from the exchange agent, Wells Fargo Bank, National Association, by calling (800) 344-5128.

This press release is neither an offer to sell nor the solicitation of an offer to buy or exchange any securities. Offers will not be made in any jurisdiction in which the making or accepting thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Exchange Offer is being made only pursuant to Valassis' prospectus, dated June 3, 2011, and the related letter of transmittal, which have been filed with the United States Securities and Exchange Commission, including any supplements thereto.


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