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Quad to Vigorously Defend Its Pending Acquisition of LSC Communications

Monday, June 24, 2019

Press release from the issuing company

Business Combination Would Create Highly Efficient Print Platform to Strengthen the Role of Print in an Increasingly Multichannel Media World that is Dominated by Digital Advertising and Content

Sussex, Wis. – Quad/Graphics, Inc. (“Quad” or the “Company”), a worldwide marketing solutions partner, announced today that it intends to vigorously defend its proposed acquisition of LSC Communications (“LSC”) in response to the U.S. Department of Justice’s (“DOJ”) lawsuit seeking to block the acquisition. The all-stock transaction was announced on October 31, 2018, and was approved by shareholders of both companies on February 22, 2019. Quad intends to work together with LSC to contest the DOJ’s allegations.

“We believe the acquisition of LSC will result in time- and cost-saving opportunities for clients while protecting jobs for employees. We also believe that the business combination will create a highly efficient print manufacturing and distribution platform that will strengthen the role of print in an increasingly multichannel media world that is dominated by digital advertising,” said Joel Quadracci, Quad Chairman, President & CEO. “We are fully committed to defending the DOJ’s lawsuit in court. We believe the combination of Quad and LSC is the best outcome for all stakeholders and that the DOJ’s attempt to stop the transaction will unfavorably impact our clients, our employees, and the print industry.”

Quadracci added: “The DOJ’s position ignores the dynamic conditions in the U.S. commercial printing industry, which consists of nearly 50,000 companies, generates an estimated $76 billion in aggregate annual revenues and provides ample competition for the supply of printed products, especially in the face of decreasing demand. Neither Quad nor LSC accounts for more than 5 percent of that total print industry revenue. By comparison, two digital media companies, Google and Facebook alone, have worldwide digital ad sale revenues totaling more than $75 billion – nearly the same amount as the entire printing industry. This underscores a key point: Our competition is not only other printers, but also other forms of media. Quad is in the business of manufacturing advertising and, therefore, is a direct competitor to digital channels. Given the continued migration of advertising dollars to digital channels, the printing industry has pursued platform consolidations as a key way to eliminate inefficient and expensive overcapacity, streamline operations and create the efficiencies. This will help ensure print remains an economically feasible alternative to digital channels for publishers and retailers. Our goal is to make print a more effective and affordable media option to that of digital giants such as Google and Facebook. The DOJ does not appear to recognize the competitive effect of digital media on the print industry.”

Quadracci concluded: “In the end, we believe the completion of the transaction would enable Quad to more effectively compete with ongoing media disruption and meet future demand for print as part of a robust integrated marketing solutions offering dedicated to creating connected experiences for consumers. Regardless of the outcome of the DOJ’s challenge to the transaction, Quad will continue to take a disciplined build-partner-acquire approach to solve more of our clients’ most complex marketing problems and process challenges. We remain unwavering in our commitment to perform well for our clients and will continue our disciplined focus to enhance EBITDA, including the acceleration of our transformation as a marketing solutions partner in growing vertical markets like direct-to-consumer.”

While we are unable to predict the timeframe for completion of the litigation, either Quad or LSC can terminate the merger agreement if the transaction is not consummated by October 30, 2019, or if there is a final, non- appealable order preventing the transaction. In this case, Quad will be required to pay LSC a “regulatory approval reverse termination fee” of $45 million.

For the most up-to-date information on the Quad-LSC transaction, please visit www.QUAD.com/lsc-acquisition- information

 

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