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July 16, 1999
Dear Stockholder:
I am pleased to inform you that on July 12, 1999, World Color Press, Inc.
(the "Company") entered into an Agreement and Plan of Merger ("Merger
Agreement") with Quebecor Printing Inc., a corporation amalgamated under the
laws of Canada ("Quebecor Printing"), and its indirect wholly owned subsidiary,
Printing Acquisition Inc., a Delaware corporation ("Purchaser"), which provides
for the acquisition of the Company. Under the terms of the Merger Agreement,
Purchaser today commenced a tender offer (the "Offer") to purchase up to
23,500,000 of the Company's outstanding shares of common stock the ("Shares")
for $35.69 per share in cash (the "Offer Price"). The Merger Agreement further
provides that, following consummation of the Offer, Purchaser will be merged
with the Company (the "Merger") and Shares that are not acquired through the
Offer will be converted in the Merger into the right to receive 1.6455
subordinate voting shares of Quebecor Printing (or a combination of subordinate
voting shares and cash if fewer than 23,500,000 shares are purchased in the
Offer, as set forth in the Merger Agreement).
Furthermore, pursuant to the Merger Agreement, if the Offer is not completed
by September 13, 1999 as a result of certain conditions to the Offer not being
satisfied, Purchaser has agreed to terminate the Offer and the parties have
agreed to seek to consummate a one-step merger, subject to the approval of each
company's stockholders and other customary conditions. In such one-step merger,
each Share would be converted into the right to receive (i) $22.00 in cash and
(ii) .6311 shares of Quebecor Printing subordinate voting shares.
The receipt of cash and Quebecor Printing subordinate voting shares in the
Offer and the Merger will be a taxable transaction for federal income tax
purposes.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER,
ARE FAIR TO, ADVISABLE, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND RECOMMENDS THAT
YOU ACCEPT THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9. Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), financial
advisor to the Company, has delivered to the Board of Directors a written
opinion dated as of July 12, 1999 to the effect that, as of such date and based
upon and subject to the assumptions, limitations and qualifications set forth
therein, the consideration to be received by the holders of Shares pursuant to
the transactions contemplated by the Merger Agreement was fair from a financial
point of view to such holders. A copy of the Xxxxxx Xxxxxxx opinion is attached
to the enclosed Schedule 14D-9 and should be read in its entirety. In addition,
certain affiliates of the Company have agreed to tender into the Offer
approximately 24% of the Shares outstanding.
Additional information with respect to the Offer and the Merger is contained
in the enclosed Schedule 14D-9, and we urge you to consider this information
carefully. On behalf of the Board of Directors and management of the Company, I
thank you for the support you have given to the Company.
Sincerely,
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Xxxxxx X. Xxxxxx
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
