Moore and Wallace Announce Preliminary Merger Consideration Election Results
Press release from the issuing company
LISLE, Ill. & MISSISSAUGA, Ontario & STAMFORD, Conn.--May 13, 2003--Moore Corporation Limited and Wallace Computer Services, Inc. announced today preliminary election results as to the form of merger consideration that Wallace stockholders have elected to receive in the pending merger of a wholly owned subsidiary of Moore with and into Wallace. This information was provided by Computershare Trust Company of New York, the exchange agent. As of May 12, 2003:
Holders of approximately 16,846,103 common shares of Wallace elected to receive cash in exchange for their Wallace shares;
Holders of approximately 18,510,738 common shares of Wallace elected to receive Moore common shares in exchange for their Wallace shares; and
Holders of all other outstanding common shares of Wallace did not make an election or failed to make a valid election.
The foregoing preliminary election results assume that certificates for all shares of Wallace common stock subject to Guarantees of Delivery will be timely delivered to the exchange agent by 5:00 p.m., New York City time, on May 15, 2003. As of May 12, 2003, elections by approximately 9,975,799 shares of Wallace common stock were subject to Guarantees of Delivery.
Based on the foregoing preliminary election results, the number of Wallace common shares outstanding as of May 9, 2003 (42,330,113 common shares), and the average of the high and low sales prices per share of Moore on the New York Stock Exchange, Inc. Composite Tape on May 12, 2003 ($11.85):
a stockholder owning 100 common shares of Wallace who elected to receive all cash would receive approximately $2,684 in cash as consideration in the merger;
a stockholder owning 100 common shares of Wallace who elected to receive all common shares of Moore would receive approximately 227 common shares of Moore as consideration in the merger; and
a stockholder owning 100 common shares of Wallace who did not make an election or failed to make a valid election would receive approximately 36 common shares of Moore and $2,257 in cash as consideration in the merger.
The actual merger consideration will be calculated using the formulas in the merger agreement and will be based on, among other things, the number of Wallace common shares outstanding immediately prior to the effective time of the merger, the final results of the election process and the value of Moore common shares on the last trading day immediately preceding the closing date.
The foregoing results are preliminary and incomplete and will change prior to becoming final. Final election results are expected to be announced on or about May 19, 2003. Completion of the merger remains subject to the terms and conditions of the merger agreement. Questions concerning the exchange of Wallace common shares for the merger consideration should be directed to Morrow & Co., the information agent, at 800-607-0088 (stockholders) or at 800-654-2468 (banks and brokerage firms).
WhatTheyThink is the global printing industry's go-to information source with both print and digital offerings, including WhatTheyThink.com, WhatTheyThink Email Newsletters, and the WhatTheyThink magazine. Our mission is to inform, educate, and inspire the industry. We provide cogent news and analysis about trends, technologies, operations, and events in all the markets that comprise today's printing and sign industries including commercial, in-plant, mailing, finishing, sign, display, textile, industrial, finishing, labels, packaging, marketing technology, software and workflow.