RR Donnelley and Moore Wallace Confirm Special Meetings Will Be Held February 23
Press release from the issuing company
CHICAGO, TORONTO and NEW YORK, Feb. 19 -- RR Donnelley and Moore Wallace Incorporated announced today that they have amended the Combination Agreement relating to the planned combination of the two companies. The amendment provides that neither RR Donnelley nor Moore Wallace is required to complete the combination until it has been furnished with the other party's 2003 audited financial statements. Moore Wallace anticipates that the audit of its 2003 financial statements will be completed by February 27, 2004, and RR Donnelley anticipates that the audit of its 2003 financial statements will be completed by February 23, 2004.
As previously disclosed, Moore Wallace has kept RR Donnelley informed on a regular basis regarding the anonymous letter received by Moore Wallace in late December 2003, the memorandum discussed in Moore Wallace's February 9th press release, and the status of the inquiries related to such matters. In addition, representatives of PriceWaterhouseCoopers LLP, and of Moore Wallace, its Audit Committee, outside counsel and independent accountants reported to, and responded to questions from, the RR Donnelley Board of Directors regarding these recent events. As announced by Moore Wallace on February 17th, PriceWaterhouseCoopers completed an independent investigation of the allegations of misconduct contained in the anonymous letter and found no support for such allegations.
RR Donnelley and Moore Wallace are looking forward to completing their combination, subject to the above conditions and the other conditions contained in the Combination Agreement. The special meetings of Moore Wallace and RR Donnelley will be held on February 23, 2004, and a final order approving the plan of arrangement from the Ontario Superior Court of Justice is anticipated, following a hearing scheduled for February 25, 2004.
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