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Quad/Graphics to Acquire Brown Printing Company

Tuesday, April 08, 2014

Press release from the issuing company

Quad/Graphics, Inc. ("Quad/Graphics") and Brown Printing Company ("Brown") today jointly announced a definitive agreement whereby Quad/Graphics will acquire Brown, which serves premier publishers and catalogers with printing, distribution and integrated media solutions. The acquisition will enhance Quad/Graphics' position as a leader in the printing industry.

The transaction is subject to customary regulatory clearances and is expected to close in the second half of 2014. Both Quad/Graphics’ board of directors and Brown’s parent company Gruner + Jahr and its shareholders approved the transaction.

Quad/Graphics is purchasing Brown for $100 million and intends to use cash on hand or draw on its revolving credit facility to finance the acquisition. Brown expects to generate approximately $350 million in revenues during fiscal year 2014. Quad/Graphics expects that the acquisition will be accretive to earnings and that the purchase price multiple will be less than four times Adjusted EBITDA after taking into account anticipated synergies.

"This acquisition is consistent with our ongoing strategy to transform Quad/Graphics and create value for our clients and shareholders," said Joel Quadracci, Quad/Graphics Chairman, President & CEO. "Brown is a well respected, financially strong company focused on delivering superior quality and impeccable customer service to a diverse range of clients. This acquisition will enhance the many ways we help publishers and marketers drive top-line revenues while better controlling their overall total cost of production and distribution. With print as our foundation, we will continue to find innovative ways to connect and integrate print with other media channels to increase reach, response and return on investment. We are excited by the opportunities ahead and look forward to welcoming Brown’s clients and employees into our family."

"Brown has prospered under the ownership of Gruner + Jahr and its shareholders for the past 35 years. Their strong financial support along with Brown's talented and dedicated employees has fueled our growth," commented Mike Amundson, President & CEO of Brown Printing Company. "Looking forward, we are excited about this acquisition as it will benefit our clients through theexpanded depth of the combined platform. In addition, Brown and Quad/Graphics are united by a common culture based on a passion for innovating and providing the highest quality products and client experience in the industry. I am convinced that Quad/Graphics is the best owner for the future of Brown."

Brown Printing Company is advised in this transaction by Baker Hostetler. Quad/Graphics is advised by Foley & Lardner LLP.

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.

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