Filed by Moore Corporation Limited pursuant
to Rule 425 under the Securities Act of 1933
Subject Company: Wallace Computer Services, Inc.
Commission File No.: 333-103205
[MOORE (R) LOGO] [WALLACE LOGO]
NEWS RELEASE
Moore Corporation Limited and Wallace Computer Services, Inc.
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Announce Preliminary Merger Consideration Election Results
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LISLE, IL, MISSISSAUGA, ONTARIO, and STAMFORD, CT (May 13, 2003) - Moore
Corporation Limited (TSX, NYSE: MCL) and Wallace Computer Services, Inc.
(NYSE: WCS) announced today preliminary election results as to the form
of merger consideration that Wallace stockholders have elected to
receive in the pending merger of a wholly owned subsidiary of Moore with
and into Wallace. This information was provided by Computershare Trust
Company of New York, the exchange agent. As of May 12, 2003:
o Holders of approximately 16,846,103 common shares of Wallace
elected to receive cash in exchange for their Wallace shares;
o Holders of approximately 18,510,738 common shares of Wallace
elected to receive Moore common shares in exchange for their
Wallace shares; and
o Holders of all other outstanding common shares of Wallace did not
make an election or failed to make a valid election.
The foregoing preliminary election results assume that certificates for
all shares of Wallace common stock subject to Guarantees of Delivery
will be timely delivered to the exchange agent by 5:00 p.m., New York
City time, on May 15, 2003. As of May 12, 2003, elections by
approximately 9,975,799 shares of Wallace common stock were subject to
Guarantees of Delivery.
Based on the foregoing preliminary election results, the number of Wallace
common shares outstanding as of May 9, 2003 (42,330,113 common shares), and the
average of the high and low sales prices per share of Moore on the New York
Stock Exchange, Inc. Composite Tape on May 12, 2003 ($11.85):
o a stockholder owning 100 common shares of Wallace who elected to receive
all cash would receive approximately $2,684 in cash as consideration in
the merger;
o a stockholder owning 100 common shares of Wallace who elected to receive
all common shares of Moore would receive approximately 227 common shares
of Moore as consideration in the merger; and
o a stockholder owning 100 common shares of Wallace who did not make an
election or failed to make a valid election would receive approximately
36 common shares of Moore and $2,257 in cash as consideration in the
merger.
The actual merger consideration will be calculated using the formulas in the
merger agreement and will be based on, among other things, the number of Wallace
common shares outstanding immediately prior to the effective time of the merger,
the final results of the election process and the value of Moore common shares
on the last trading day immediately preceding the closing date.
The foregoing results are preliminary and incomplete and will change prior to
becoming final. Final election results are expected to be announced on or about
May 19, 2003. Completion of the merger remains subject to the terms and
conditions of the merger agreement. Questions concerning the exchange of
Wallace common shares for the merger consideration should be directed to Morrow
& Co., the information agent, at 800-607-0088 (stockholders) or at 800-654-2468
(banks and brokerage firms).
Founded in 1882, Moore Corporation Limited is an international leader in the
management and distribution of print and digital information. Moore operates in
three complementary business segments: Forms and Labels, Outsourcing and
Commercial. The Forms and Labels business designs, manufactures and sells
business forms and
labels and provides electronic print management solutions. The Outsourcing
business provides high quality, high volume variably imaged print and mail,
electronic statement and database management services. The Commercial business
produces high-quality, multi-color personalized business communications and
provides direct marketing services, including project, database and list
management services. The Moore Internet address is www.moore.com.
Wallace Computer Services, Inc. is the recognized leader in delivering a
comprehensive suite of world-class print management services through its Total
Print Management (TPM) program. Total Print Management enables Wallace to meet
the unique communications challenges of its Fortune 1000 clients through a
single-source solution that extends well beyond ink on paper. Offerings include
traditional and digital print capabilities, distribution logistics, kitting and
fulfillment, digital asset management, inventory management, print optimization,
direct marketing and electronic commerce. Founded in 1908, Wallace is
headquartered in Lisle, IL, with manufacturing, distribution and sales
facilities throughout the United States. For more information, please visit
www.wallace.com.
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Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All forward-looking statements speak
only as of the date hereof and are based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements. The most
significant of these uncertainties are described in Moore's and Wallace's
respective Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the pending
acquisition of Wallace by Moore. Moore and Wallace undertake no obligation to
update or revise any forward-looking statements.
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This communication is not a solicitation of a proxy from any security holder of
Wallace Computer Services, Inc. Moore Corporation Limited has filed a
registration statement on Form S-4 with the Securities and Exchange Commission
containing a proxy statement/prospectus to be mailed to Wallace Computer
Services security holders concerning the planned merger of Wallace Computer
Services into a subsidiary of Moore Corporation. Information regarding the
identity of the persons who may, under SEC rules, be deemed to be participants
in the solicitation of stockholders of Wallace in connection with the proposed
merger, and their interests in the solicitation, is set forth in a proxy
statement/prospectus filed with the SEC. WE URGE INVESTORS IN WALLACE COMPUTER
SERVICES TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Moore Corporation
will be available free of charge from Moore Corporation Limited, c/o Moore
Executive Offices, One Canterbury Green, Stamford, Connecticut 06901, Attention:
Investor Relations, Tel. (203) 406-3700 or at www.moore.com. Documents filed
with the SEC by Wallace Computer Services will be available free of charge from
Investor Relations, Wallace Computer Services, Inc., 2275 Cabot Drive, Lisle, IL
60532-3630, Tel. (630) 588-5000.
INVESTOR COMMUNICATIONS:
Moore Contacts: Wallace Contacts:
Robert G. Burton Jr. Susan Fisher
SVP - Investor Relations Vice President - Investor Relations
Tel: 203-406-3712 Tel: 630-588-6405