Filed by LSC Communications, Inc.
(Commission FileNo. 001-37729)
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: LSC Communications, Inc.
(Commission FileNo. 001-37729)
This filing relates to the proposed transaction between Quad/Graphics, Inc. (“Quad”) and LSC Communications, Inc. (the “Company”) pursuant to the Agreement and Plan of Merger, dated as of October 30, 2018, by and among Quad, QLC Merger Sub, Inc. and the Company.
The following communication was distributed to certain employees of the Company on October 31, 2018.
FROM: Tom Quinlan, Chairman, Chief Executive Officer and President
TO: LSC Senior Leaders
SUBJECT: Communications Toolkit
DATE: October 31, 2018
CONFIDENTIAL:This guide is not for distribution to your team. It is intended to help you plan for team conversations regarding the Quad/Graphics transaction.
Overview
Earlier this morning, we announced that LSC and Quad/Graphics have agreed to combine in anall-stock merger transaction.
While today’s announcement is just a first step in this process – as leaders of this company, you will play an important role in helping our employees understand why we believe this is such a compelling combination. We ask that you become familiar with the attached communications materials so you can respond to questions you may receive regarding the proposed combination and reinforce its benefits to all stakeholders, including your direct reports.
Attached to this email are the following:
| • | | A copy of the joint press release; |
| • | | An employee letter and FAQs that are being simultaneously distributed to all employees; and |
| • | | Client and supplier letters and talking points. |
These documents have been approved by legal counsel and will be filed with the U.S. Securities and Exchange Commission.Therefore, it is important that you do not add to or alter in any way these materials or any other communications you may receive in the future regarding this transaction. It is equally as important that you do not create other materials that describe the impact of the transaction.
We have also included some high level key messages below, which you should use as a base for discussions with your direct reports.
Please keep the following points in mind as you familiarize yourself with these materials:
| • | | We are working in a ‘Business as Usual’ mode – While today’s announcement is big news, there is a lot of work ahead of us to complete the transaction, which we expect to happen inmid-2019, subject to shareholder and regulatory approvals and other customary closing conditions. Until the transaction closes, LSC and Quad will continue to run our businesses separately. It is imperative that all of us at LSC continue to provide our clients with the same service and level of support they expect from us. |