LIVONIA, Mich., Sept. 6 /PRNewswire-FirstCall/ -- Valassis Communications, Inc. (NYSE:VCI) today issued the following statement in response to recent announcements made by ADVO, Inc. (NYSE:AD): "In a proxy supplement filed yesterday, ADVO acknowledges that it would
not give access to personnel and documents requested by Valassis and KPMG,
Valassis's accountants, but it does not tell shareholders why Valassis
needed that information. This effort to withhold information from
shareholders follows the same pattern that Valassis has encountered in its
dealings with ADVO.
In fact, this request for information was made after ADVO management
informed Valassis that it had significantly missed fiscal third-quarter
operating income projections as previously forecast to Valassis, and
changed its expectations for ADVO's fiscal fourth-quarter results. In
addition, ADVO's purported operating income for April and May that was
given to Valassis just days before the parties entered into an agreement
was materially overstated. Given the rapid decline of ADVO's business just
weeks after the merger agreement was signed, we believe our request for
access to relevant information was reasonable and ADVO's refusal to
provide the requested information raises serious concerns.
Continuing this pattern, in a recent statement, ADVO made false, unfounded
assertions that Valassis's lawsuit is a 'tactic' to pressure ADVO to lower
the price that was agreed to in the merger agreement. The suit is not a
negotiation tactic. In light of what we have learned since the signing of
the merger agreement, we are committed to rescinding that agreement and we
are confident that when the facts are known we will prevail in court.
ADVO also claims that Valassis's lawsuit is the result of 'buyer's
remorse.' This also is patently untrue. ADVO executives made fraudulent
misrepresentations by knowingly providing Valassis with materially false
financial information and knowingly withholding from us material
information, including significant internal control deficiencies. Under
these circumstances, it is our fiduciary responsibility to our
shareholders to aggressively prosecute our claims.
Even now, ADVO is blocking access to information in an attempt to hide the
truth. Valassis requested that ADVO agree to waive the terms of the
confidentiality agreement related to the merger, thus allowing
shareholders and the public to review all of the grounds for the lawsuit. ADVO turned down this request, forcing us to redact key facts from the
public version of the suit - information that is necessary for investors
to properly evaluate both sides of this case. If ADVO management has
nothing to hide, why would they refuse to provide Valassis and KPMG access
to information to which Valassis is legally entitled under the merger
agreement? We challenge ADVO to waive the confidentiality agreement and
release the complete version of the suit. Let shareholders and the public
assess the facts themselves."
About Valassis
Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis's products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one of FORTUNE magazine's "Best Companies to Work For" for nine consecutive years. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit the company Web site at http://www.valassis.com/ .
Safe Harbor Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, the fact that there can be no assurances that the litigation referenced above will result in a decision favorable to Valassis, and therefore the litigation constitutes an unknown risk and uncertainty that may cause the results, performance or achievements of Valassis to be materially different from past or anticipated results. Among other such factors, the following: price competition from Valassis's existing competitors; new competitors in any of Valassis's businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis's paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis customers and lead to reduced sales promotion spending. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. DATASOURCE: Valassis Communications, Inc.
CONTACT: Media Contact, Andy Hopson of Ruder Finn, +1-312-329-3916, , or Investor Relations Contacts, Sherry Lauderback, Valassis Investor Relations, +1-734-591-7374, , or Mary Broaddus, Valassis Investor Relations, +1-734-591-7375, Web site: http://www.valassis.com/
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