SUSSEX, WISCONSIN and MONTREAL, QUEBEC,-- Quad/Graphics, Inc. ("Quad/Graphics") and World Color Press Inc. ("Worldcolor") jointly announced today they have cleared antitrust regulatory requirements in the United States and Canada in relation to their proposed business combination.
The U.S. Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act"), and the rules and regulations thereunder, provide that certain transactions may not be consummated until required information and materials have been furnished to the regulatory authorities and certain waiting periods have expired or been terminated. Quad/Graphics and Worldcolor filed their respective Pre-Merger (Arrangement) Notification and Report Forms with the U.S. Federal Trade Commission and the U.S. Department of Justice under the HSR Act effective as of February 26, 2010. On March 29, 2010, the waiting period expired.
The Canadian Competition Act provides that where pre-merger notification is required, the transaction may not be completed until the expiry, waiver or termination of a statutory waiting period. On January 29, 2010, Quad/Graphics and Worldcolor submitted a request to the Commissioner of Competition for an advance ruling certificate or, in the alternative, a no action letter and waiver of the filing requirement in lieu of providing a notification filing pursuant to the Competition Act. On March 25, 2010, Quad/Graphics and Worldcolor received a no action letter and waiver of the filing requirement.
The transaction remains subject to completion of approval under the Investment Canada Act, as well as to the satisfaction of other closing conditions.