Exhibit 99.1
LSC Communications Stockholders Approve Combination with Quad/Graphics
Chicago, Il, February 25, 2019 — LSC Communications, Inc. (NYSE: LKSD) (“LSC Communications”) today announced that at a special meeting held on February 22, 2019, its stockholders voted to adopt the merger agreement and approve the previously announced combination with Quad/Graphics, Inc. (NYSE: QUAD) (“Quad”). More than 70% of the LSC Communications outstanding shares, and more than 98% of the shares voted, voted in favor of the merger with Quad/Graphics.
Thomas J. Quinlan III, LSC Communications Chairman, Chief Executive Officer and President, said, “We thank the LSC Communications stockholders for their support of this combination. Together with Quad, we will be better positioned in the dynamic industry environment to efficiently serve our clients though a broader set of offerings to help meet and manage their needs. We look forward to continuing to work closely with Quad to bring this transaction to a close.”
Quad separately announced today that its shareholders also voted at a special meeting of Quad shareholders to approve the issuance of Quad Class A common stock to LSC stockholders in connection with the merger.
The transaction is expected to close inmid-2019, subject to customary closing conditions.
About LSC Communications
With a rich history of industry experience, innovative solutions and service reliability, LSC Communications (NYSE: LKSD) is a global leader in print and digital media solutions. The company’s traditional and digital print-related services and office products serve the needs of publishers, merchandisers and retailers around the world. With advanced technology and a consultative approach, LSC’s supply chain solutions meet the needs of each business by getting their content into the right hands as efficiently as possible.
Forward-Looking Statements
LSC Communications has made forward-looking statements in this news release that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of LSC Communications. Generally, forward-looking statements include information concerning possible or assumed future actions, events, or results of operations of LSC Communications. These statements may include, or be preceded or followed by, the words “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” or variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs and expectations regarding our business strategies, market potential, future financial performance, dividends, costs to be incurred in connection with the separation, results of pending legal matters, our goodwill and other intangible assets, price volatility and cost environment, our liquidity, our funding sources, expected pension contributions, capital expenditures and funding, our financial covenants, repayments of debt,off-balance sheet arrangements and contractual obligations, our accounting policies, general views about future operating results and other events or developments that we expect or anticipate will occur in the future. These forward-looking statements are subject to a number of important factors, including those factors disclosed in “Item 1A Risk Factors” in Part I in our annual report on Form10-K for the year ended December 31, 2018, as filed with the SEC on February 19, 2019, that could cause our actual results to differ materially from those indicated in any such forward-looking
