LSC Communications Stockholders Approve Combination with Quad/Graphics
February 25 2019 - 6:25AM
Business Wire
LSC Communications, Inc. (NYSE: LKSD) (“LSC Communications”)
today announced that at a special meeting held on February 22,
2019, its stockholders voted to adopt the merger agreement and
approve the previously announced combination with Quad/Graphics,
Inc. (NYSE: QUAD) (“Quad”). More than 70% of the LSC
Communications outstanding shares, and more than 98% of the shares
voted, voted in favor of the merger with Quad/Graphics.
Thomas J. Quinlan III, LSC Communications Chairman, Chief
Executive Officer and President, said, “We thank the LSC
Communications stockholders for their support of this combination.
Together with Quad, we will be better positioned in the dynamic
industry environment to efficiently serve our clients though a
broader set of offerings to help meet and manage their needs. We
look forward to continuing to work closely with Quad to bring this
transaction to a close.”
Quad separately announced today that its shareholders also voted
at a special meeting of Quad shareholders to approve the issuance
of Quad Class A common stock to LSC stockholders in connection with
the merger.
The transaction is expected to close in mid-2019, subject to
customary closing conditions.
About LSC Communications
With a rich history of industry experience, innovative solutions
and service reliability, LSC Communications (NYSE: LKSD) is a
global leader in print and digital media solutions. The company’s
traditional and digital print-related services and office products
serve the needs of publishers, merchandisers and retailers around
the world. With advanced technology and a consultative approach,
LSC’s supply chain solutions meet the needs of each business by
getting their content into the right hands as efficiently as
possible.
Forward-Looking Statements
LSC Communications has made forward-looking statements in this
news release that are subject to risks and uncertainties. These
statements are based on the beliefs and assumptions of LSC
Communications. Generally, forward-looking statements include
information concerning possible or assumed future actions, events,
or results of operations of LSC Communications. These statements
may include, or be preceded or followed by, the words
“anticipates,” “estimates,” “expects,” “projects,” “forecasts,”
“intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals”
or variations of such words and similar expressions. Examples of
forward-looking statements include, but are not limited to,
statements, beliefs and expectations regarding our business
strategies, market potential, future financial performance,
dividends, costs to be incurred in connection with the separation,
results of pending legal matters, our goodwill and other intangible
assets, price volatility and cost environment, our liquidity, our
funding sources, expected pension contributions, capital
expenditures and funding, our financial covenants, repayments of
debt, off-balance sheet arrangements and contractual obligations,
our accounting policies, general views about future operating
results and other events or developments that we expect or
anticipate will occur in the future. These forward-looking
statements are subject to a number of important factors, including
those factors disclosed in “Item 1A Risk Factors” in Part I in our
annual report on Form 10-K for the year ended December 31, 2018, as
filed with the SEC on February 19, 2019, that could cause our
actual results to differ materially from those indicated in any
such forward-looking statements. These factors include, but are not
limited to: (1) the competitive market for our products and
industry fragmentation affecting our prices; (2) inability to
improve operating efficiency to meet changing market conditions;
(3) changes in technology, including electronic substitution and
migration of paper based documents to digital data formats; (4) the
volatility and disruption of the capital and credit markets, and
adverse changes in the global economy; (5) the effects of global
market and economic conditions on our customers; (6) the effect of
economic weakness and constrained advertising; (7) uncertainty
about future economic conditions; (8) increased competition as a
result of consolidation among our competitors; (9) our ability to
successfully integrate recent and future acquisitions; (10) factors
that affect customer demand, including changes in postal rates,
postal regulations, delivery systems and service levels, changes in
advertising markets and customers’ budgetary constraints; (11) our
ability to access debt and the capital markets due to adverse
credit market conditions; (12) the effects of seasonality on our
core businesses; (13) the effects of increases in capital
expenditures; (14) changes in the availability or costs of key
print and office products production materials (such as paper, ink,
energy, and other raw materials), the tight labor market, the
availability of labor at our vendors or in prices received for the
sale of by-products; (15) performance issues with key suppliers;
(16) our ability to maintain our brands and reputation; (17) the
retention of existing, and continued attraction of additional
customers and key employees, including management; (18) the effect
of economic and political conditions on a regional, national or
international basis; (19) the effects of operating in international
markets, including fluctuations in currency exchange rates; (20)
changes in environmental laws and regulations affecting our
business; (21) the ability to gain customer acceptance of our new
products and technologies; (22) the effect of a material breach of
or disruption to the security of any of our or our vendors’
systems; (23) the failure to properly use and protect customer and
employee information and data; (24) the effect of increased costs
of providing health care and other benefits to our employees; (25)
the effect of catastrophic events; (26) the impact of the U.S. Tax
Cuts and Jobs Act (“Tax Act”); (27) increases in requirements to
fund or pay withdrawal costs or required contributions related to
LSC Communications’ pension plans; (28) we may be unable to
consummate the merger; (29) the merger agreement limits LSC’s
ability to pursue alternatives to the merger that might result in
greater value to LSC stockholders than the merger; (30) failure to
consummate the merger could negatively impact the stock price and
the future business and financial results of LSC; (31) LSC may
incur significant transaction and merger-related costs in
connection with the merger, which may be in excess of those
anticipated; and (32) LSC may be a target of further securities
class action and derivative lawsuits which could result in
substantial costs and may delay or prevent the merger from being
consummated.
Because forward-looking statements are subject to assumptions
and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Undue
reliance should not be placed on such statements, which speak only
as of the date of this document or the date of any document that
may be incorporated by reference into this document.
Consequently, readers of this news release should consider these
forward-looking statements only as LSC Communications’ current
plans, estimates and beliefs. LSC Communications does not undertake
and specifically declines any obligation to publicly release the
results of any revisions to these forward-looking statements that
may be made to reflect future events or circumstances after the
date of such statements or to reflect the occurrence of anticipated
or unanticipated events. LSC Communications undertakes no
obligation to update or revise any forward-looking statements in
this news release to reflect any new events or any change in
conditions or circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20190225005185/en/
LSC Communications Investor Relations ContactJanet
HalpinSenior Vice President, Treasurer and Investor Relations, LSC
Communications773-272-9275investor.relations@lsccom.com
LSC Communications Media ContactsSteve Frankel / Adam
PollackJoele Frank, Wilkinson Brimmer Katcher212-355-4449
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