By WTT Contributing Columnist and Raine Managing Partner, Susan Kelly January 20, 2003 – Moore Corporation Limited (NYSE: MCL) announced the signing of a definitive merger with Wallace Computer Services (NYSE: WCS) on Friday. The conference call was held at 10:00 a.m. EST to discuss the announcement and provide Q&A opportunity for interested analysts and investors. 1. Moore originally approached Wallace in August 2002. After several months of meetings and negotiations, Moore will pay $1.3 billion for the deal consisting of approximately $606 million in cash, approximately $470 million in Moore’s common shares, and the assumption of approximately $210 million in debt. The deal is expected to close within the next 60-90 days pending approval of the Merger Agreement filing. (expected to be available before the end of the January 2003) No anti-trust issues are expected. 2. The company will be renamed to Moore Wallace. The combined organization will have $3.6 billion in revenues with 18,500 employees worldwide. The stated value of the company is $3.0 billion with expected EBITDA of $400 million in 2003. Wallace shareholders will own 28% of the total corporation. 3. Savings of $50 million are expected to be realized in the first 9 -12 months from the integration and synergies of combining the two companies. No details were given as to where the “low hanging fruit” will come from or how the savings will materialize. Some analysts expressed concern that the published synergies are too low for the size of the combined entity. When asked about headcount reductions, the executives acknowledged there will be reductions but declined to speculate as to the details. Restructuring costs between $75-100 million are expected. Write-downs are to be expected but there was no comment on magnitude at this time. 4. Free cash flow is expected to be $200 million in Year One of the new company (after working capital requirements and before dividend payouts). Priorities for investment will be to integrate the two companies, pay down debt, possibly look for other acquisitions, and buy back shares. Executives stated they believe this free cash flow to be sustainable due to capital avoidance. 5. Mark Angelson will be the CEO for Moore Wallace with David Jones (Wallace’s Chairman and CEO) staying on for 4-5 months to assist with the integration activities. Alfred Eckert remains as the Chairman of Moore Wallace. Thomas Oliva will be the President and Chief Operating Officer. The CFO position has not been decided at this time. 6. CEO’s from both companies were on the conference call and expressed excitement about the complimentary offerings and customer list. Moore Wallace now has formidable commercial print capabilities with a national presence. The two expect to see growth from their commercial print sector and cited commercial print to be a “potential bonanza” growth opportunity.