Quad/Graphics Completes Acquisition of Vertis

  Quad/Graphics Completes Acquisition of Vertis

              Acquisition Strengthens and Expands Quad/Graphics’
 Retail Advertising Insert, Direct Marketing and In-Store Marketing Solutions

Business Wire

SUSSEX, Wis. -- January 16, 2013

Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”) announces that it has
completed its acquisition of substantially all of the assets of Vertis
Holdings, Inc., for a net purchase price of $170 million. This assumes the
purchase price of $267 million less the payment of $97 million for current
assets that are in excess of normalized working capital requirements.
Quad/Graphics used cash on hand and drew on its revolving credit facility to
finance the acquisition.

The Company expects the acquisition of Vertis to strengthen and expand its
client offering with:

  *An enhanced range of products, services and revenue-generating solutions;
  *Expanded industry vertical expertise;
  *Increased manufacturing flexibility and distribution efficiencies from an
    extended geographic footprint; and
  *New opportunities to help clients realize mailing and distribution
    cost-savings from the combined volumes and capabilities of the two

“We are excited about our acquisition of Vertis and the opportunities it
brings to advance our business and create value for our clients, employees and
shareholders,” said Joel Quadracci, Chairman, President & CEO of
Quad/Graphics. “We have strengthened our retail ad insert, direct marketing
and in-store marketing solutions, and have expanded our support services to
include media planning and placement, and marketing services. With more talent
and broader solutions, we are better positioned than ever to drive business
results for our clients.”

Vertis generated an estimated $1.1 billion in revenues in 2012 and
approximately $55 million in annual EBITDA on an unaudited basis, adjusted for
restructuring, impairment and other transaction-related expenses.The combined
companywill employapproximately 25,000 employees from more than 70
print-production facilities in North America, Latin America and Europe.

Gerald Sokol, Jr., Chief Executive Officer of Vertis, said: “We have had the
opportunity to work very closely with Joel Quadracci and his team over these
last several months in planning a successful integration. More than ever, we
are convinced that this combination represents the best possible outcome for
our customers, employees and other stakeholders.”

“We are excited to begin our work as an expanded company and build on our
long-standing commitment to take print to a higher level,” Quadracci said.
“Print has power in today’s multichannel world and we know how to leverage
that power to make print perform better than ever.”

Notes Regarding Forward-Looking Statements

To the extent any statements made in this press release contain information
that is not historical, these statements are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements relate to, among other things, objectives, goals,
strategies, beliefs, intentions, plans, estimates, prospects, projections and
outlook, and can generally be identified by the use of words such as “may,”
“will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,”
“believe,” or “continue,” or the negatives of these terms, variations on them
and other similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements.

These forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties and other factors, some of which are
beyond the control of Quad/Graphics. These risks, uncertainties and other
factors could cause actual results to differ materially from those expressed
or implied by those forward-looking statements. These risks, uncertainties and
other factors are discussed in Item 1A of Quad/Graphics’ most recent Form 10-K
and include the following: the impact of significant overcapacity in the
highly competitive commercial printing industry, which creates downward
pricing pressure and fluctuating demand for printing services; the potential
inability of Quad/Graphics to reduce costs and improve operating efficiency
rapidly enough to meet market conditions; the inability of Quad/Graphics to
achieve the potential synergies expected from the completed acquisition of
Vertis or the possibility that it may take longer or cost more than expected
to achieve those synergy savings; unexpected costs or liabilities related to
the acquisition of Vertis; failure to successfully integrate the operations of
Quad/Graphics and Vertis; the continued operation of Vertis under Chapter 11
of the United States Bankruptcy Code as part of the transaction process and
any possible negative impacts flowing therefrom; the impact of electronic
media and similar technological changes; the impact of changing future
economic conditions; the potential failure to renew long-term contracts with
customers, the renewal of those contracts under different terms, or customer
nonperformance in accordance with the terms and for the duration of long-term
contracts; significant capital expenditures may be needed to maintain
Quad/Graphics’ platform and processes and to remain technologically and
economically competitive; the impact of fluctuations in costs (including
labor-related costs, energy costs, freight rates and raw materials) and the
impact of fluctuations in the availability of raw materials; the impact of
regulatory matters and legislative developments or changes in laws, including
changes in environmental and privacy laws and postal rates, regulations and
services; the impact on Quad/Graphics class A common shareholders of a limited
active market for Quad/Graphics common stock and the inability to
independently elect directors or control decisions due to the class B common
stock voting rights; an other than temporary decline in operating results and
enterprise value that could lead to non-cash impairment charges due to the
impairment of goodwill, other intangible assets and property, plant and
equipment; restrictions imposed by various covenants in the Company’s debt
facilities may affect the Company’s ability to operate its business; and the
inability to retain and attract additional, key employees, or the adverse
effects of any strikes or other labor protests.

Quad/Graphics cautions that the foregoing list of risks, uncertainties and
other factors is not exhaustive and you should carefully consider the other
factors detailed from time to time in Quad/Graphics’ filings with the United
States Securities and Exchange Commission and other uncertainties and
potential events when relying on forward-looking statements to make decisions
with respect to Quad/Graphics.

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. You are cautioned not to place
undue reliance on such statements, which speak only as of the date of this
press release. Except to the extent required by the federal securities laws,
Quad/Graphics does not undertake any obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

About Quad/Graphics

Quad/Graphics (NYSE: QUAD) is a global provider of print and related
multichannel solutions for consumer magazines, special interest publications,
catalogs, retail ad inserts, direct mail, books, directories, and commercial
and specialty products, including in-store solutions. Headquartered in Sussex,
Wis. (just west of Milwaukee), the Company has print-production facilities as
well as other support locations throughout North America, Latin America and
Europe. As a printing industry innovator, Quad/Graphics (www.QG.com) is
redefining the power of print in today’s multimedia world by helping its
clients use print as the foundation of multichannel communications strategies
to drive their top-line revenues while reducing their total cost of print
production through workflow solutions, and pioneering distribution and mailing
programs, among other offerings.


Quad/Graphics Media Contact:
Claire Ho, 414-566-2955
Quad/Graphics Investor Relations Contact:
Kelly Vanderboom, 414-566-2464
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