VALASSIS
NEWS RELEASE
Valassis Announces Proposed Offering of Senior Notes Expected to Generate $590 Million of Gross Proceeds
Livonia, Mich., Feb. 14, 2007: Valassis (NYSE: VCI), todayannounced that it intends to offer senior unsecured notes (the "notes") that are expected to generate $590 million of gross proceeds. The proceeds of these notes are expected to be used to finance the company's pending acquisition of ADVO, Inc., refinance approximately $125.0 million of outstanding ADVO debt and pay related fees and expenses. The consummation of the note offering is contingent upon the consummation of the ADVO acquisition.
The notes will be offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes to be offered have not been registered under the Securities Act of 1933, as amended, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such notes and is issued pursuant to Rule 135c under the Securities Act.
About Valassis
Valassis offers a wide range of marketing services to consumer packaged goods manufacturers, retailers, technology companies and other customers with operations in the United States, Europe, Mexico and Canada. Valassis' products and services portfolio includes: newspaper-delivered promotions and advertisements such as inserts, sampling, polybags and on-page advertisements; direct-to-door advertising and sampling; direct mail; Internet-delivered marketing; loyalty marketing software; coupon and promotion clearing; and promotion planning and analytic services. Valassis has been listed as one ofFORTUNE magazine's "Best Companies to Work For" from 1998 to 2006. Valassis subsidiaries include Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For additional information, visit Valassis' Web site athttp://www.valassis.com.
Safe Harbor and Forward-Looking Statements
Certain statements found in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of Valassis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from Valassis' existing competitors; new competitors in any of Valassis' businesses; a shift in customer preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in Valassis' paper costs; economic disruptions caused by terrorist activity, armed conflict or changes in general economic conditions; changes which affect the businesses of Valassis' customers and lead to reduced sales promotion spending; ri sks associated with the availability, timing and cost of financing Valassis' proposed acquisition of ADVO, Inc., which may affect the timing of the closing of the acquisition; the failure of ADVO's shareholders to approve Valassis' proposed acquisition of ADVO; and the challenges and costs of achieving synergies in connection with the proposed ADVO acquisition and integrating ADVO's operations. Valassis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Sherry Lauderback
Director, Investor Relations
(734) 591-7374
lauderbacks@valassis.com
Media Contact:
Mary Broaddus
Manager, Corporate Communications
(734) 591-7375
broaddusm@valassis.com