Quad/Graphics to Acquire Courier Corporation as Part of Strategy to Transform Book Platform

SUSSEX, Wis. & NORTH CHELMSFORD, Mass.--(BUSINESS WIRE)--Jan. 16, 2015-- Quad/Graphics, Inc. (NYSE: QUAD) ("Quad/Graphics" or the "Company") and Courier Corporation (Nasdaq: CRRC) ("Courier") jointly announced a definitive agreement by which Quad/Graphics will acquire Courier, a leading innovator in book manufacturing, publishing and content management. The acquisition accelerates Quad/Graphics' three-year strategy to transform its book platform, which the Company announced earlier this week.

Under terms of the agreement, Quad/Graphics will acquire Courier in a transaction valued at approximately $260 million, including approximately $25 million in net debt and capital leases as of December 31, 2014. Quad/Graphics will pay Courier shareholders the equivalent of a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics common stock, subject to proration in the event that shareholders elect to receive more than 54% cash or more than 46% stock. Quad/Graphics will pay an aggregate amount consisting of approximately $129 million in cash and approximately 4.8 million shares.

The transaction has been approved by both companies' boards of directors and is subject to customary closing conditions, including regulatory approval and approval by Courier's shareholders. Quad/Graphics expects the acquisition to close by mid-year, be accretive to earnings in 2016, and that the purchase price multiple will be less than five times Adjusted EBITDA after taking into account anticipated synergies. Upon closing of the transaction, James F. Conway III will join Quad/Graphics as President of the Book Division.

"We are excited about the opportunities ahead with Courier as part of our Company, and the value it creates for both our companies' clients and shareholders," said Joel Quadracci, Quad/Graphics Chairman, President & CEO. "Courier has a legacy of superior quality and exceptional customer service, and is a well-known innovator in every aspect of book production, from content management to printing, binding, distribution and integration with electronic media."