Exhibit (a)(1)(G)
FOR IMMEDIATE RELEASE
ADP TO ACQUIRE XXXXXXXXXX GRAPHICS
ROSELAND, NJ, May 3, 2000--Automatic Data Processing, Inc. (NYSE:AUD), has
entered into a definitive agreement to acquire Xxxxxxxxxx Graphics
International, Inc. (NASD:CGII) (Xxxxxxxxxx) for $22 per share in cash, Xxxxxx
X. Xxxxxxxx, chairman and chief executive officer announced today.
Xxxxxxxxxx, with annual revenues exceeding $160 million, is a leading
provider of time-sensitive printing to the financial services industry,
specializing in printing and distribution of complex research reports.
Commenting on the transaction, Xx. Xxxxxxxx said, "Xxxxxxxxxx'x services are
a natural extension of the print and distribution services of our Brokerage
Services Investor Communications business. With the acquisition we will be
better able to (1) offer coordinated, one-stop shopping to meet a broad array of
financial industry investor communication needs, and (2) increase our ability to
offer both print and electronic distribution of critical investor documents."
The transaction is subject to customary closing conditions and various
regulatory approvals. ADP expects to commence a tender offer to purchase all of
Xxxxxxxxxx'x common shares within the next seven business days. Certain
directors and officers of Xxxxxxxxxx, holding in the aggregate approximately 45%
of the outstanding common shares, have agreed to tender their common shares
pursuant to ADP's offer.
ADP, with over $5 billion in revenue and more than 450,000 clients, is one
of the largest independent computing services firms in the world.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF XXXXXXXXXX. AT THE TIME ADP COMMENCES THIS OFFER, IT WILL FILE
A TENDER OFFER STATEMENT AND XXXXXXXXXX WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. ADP WILL MAKE AVAILABLE TO ALL SHAREHOLDERS
OF XXXXXXXXXX, AT ADP'S EXPENSE, THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS AND XXXXXXXXXX WILL MAKE AVAILABLE
TO ALL ITS SHAREHOLDERS, AT XXXXXXXXXX'X EXPENSE, THE
SOLICITATION/RECOMMENDATION STATEMENT. THE TENDER OFFER STATEMENT (INCLUDING THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER
DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT
XXX.XXX.XXX.
This release contains "forward-looking statements" based on management's
expectations and assumptions and are subject to risks and uncertainties that may
cause actual results to differ from those expressed. Factors that could cause
differences include: ADP's success in obtaining, retaining and selling
additional services to clients; the pricing of products and services; overall
economic trends, including interest rate and foreign currency trends; stock
market activity; auto sales and related industry changes; employment levels;
changes in technology; availability of skilled technical associates; and the
impact of new acquisitions.
