Quad/Graphics, Inc. and Vertis Holdings, Inc. jointly announced that the waiting period for antitrust review in relation to their proposed business combination expired at midnight on Friday, November 16, with no action taken by the Federal Trade Commission. The companies can now move forward with their proposed sale agreement, pending the receipt of Court approval and the completion of necessary integration plans.
Quad/Graphics and Vertis on October 10, 2012, announced the execution of an agreement through which Quad/Graphics will acquire substantially all of the assets comprising Vertis’ businesses. Vertis simultaneously filed voluntary petitions for Chapter 11 relief to complete the sale as efficiently as possible while maintaining continuity for its clients and employees. As part of the sale through the Chapter 11 case, Vertis and its advisors will evaluate any competing bids that may be submitted in order to ensure it receives the highest and best offer. Under procedures approved by the Bankruptcy Court, any competing bidders must submit their offers in accordance with the approved procedures by November 23, 2012, in order to be considered. Vertis has the support of its lenders with respect to the sale to Quad/Graphics.
Both companies currently anticipate the sale will be approved by the Bankruptcy Court on December 6, 2012, and will close in the first quarter of 2013. Vertis and Quad/Graphics will continue to operate separately and independently until Bankruptcy Court approval is received and the sale closes.