Moore Purchases Wallace Computer Services

Mississauga-based Moore Corporation Limited acquired Wallace Computer Services, Inc. on May 15, 2003, for approximately US$610 million in cash and US$528 million in common shares. The new combined entity is carrying on business as Moore Wallace Incorporated.
In order to finance the acquisition, Moore completed on March 17, a private placement of US$403 million of 7 per cent senior notes due in 2011 and US$850 million of bank financing, consisting of a US$500 million term loan and a US$350 million revolving credit facility. The financing was completed in escrow pending completion of the acquisition of Wallace.

For the acquisition, Moore was represented in-house by Theodore Theophilos, executive vice-president, business and legal, and Jennifer Estabrook, legal counsel; in Canada by Osler, Hoskin & Harcourt LLP, with a team that included H.B. Clay Horner, Randall Pratt, Mary Abbott, Jennifer Campbell and Emmanuel Pressman (corporate), Judith Harris, David Tetreault and Glen Loutzenhiser (tax) and Peter Franklyn and Shuli Rodal (competition) in Toronto; and in the U.S. by Sullivan & Cromwell LLP in New York, with a team that included Joseph Frumkin, Robert Downes, Jeffrey Golden, Ikenna Emehelu, Kieran Hennigan, Da-Wai Hu, Kashif Zaman, Jonathon Redwood, Maria Chung and Daniel Petroff (corporate), Richard Urowsky and Amanda Newby (antitrust), Willard Taylor and Michael Foley (tax), Matthew Brennan (environmental) and Richard Alpern, Marcy Hirschfeld and Sabine Leube (employment).

For the acquisition, Wallace was represented by in-house counsel James Benak; in Canada by Stikeman Elliott LLP, with a team that included Brian Rose, Simon Romano, Stacey Hoisak and Tasha Goh (corporate), Julie Thibault (employment) and John Lorito (tax) in Toronto; and in the U.S. by Sidley Austin Brown & Wood LLP in Chicago, with a team that included Michael Gordon, Frederick Lowinger, Affan Arain, Seth Katz, Celia Mitchell, Timothy Rampe, Deborah Rhee, Jennifer Schubert and James Whitney (corporate), Mark Kaufmann, Suzanne Stocker Shea and Sharon Gordon (IP), Sharp Sorensen and Kevin Pryor (tax), Matthew Johnson, Michael Sigal and Melissa McGrory (executive compensation), Robert Ferencz and Eileen Liu (employment), Laura Leonard and Trisha Smith (environmental), Paul Monson, James Marovitz, Ronald Alber, Nancy Samanich, Laura Smith and Benjamin Swartzendruber (real estate), Jonathan Lotsoff and Ami Wynne (labour) and William Baumgartner, Jr., James Ducayet and Joel Mitnick (litigation/antitrust).

For the financing, Moore was represented in Canada by Osler, Hoskin & Harcourt LLP, and in the U.S. by Sullivan & Cromwell LLP. The Osler, Hoskin & Harcourt team was supplemented with Robert Lando and Paolo Berard in New York on the senior note offering and by Scott Horner, Brian Hilbers, Deborah Salter and Stacy Swartz (financial services), Rod Davidge (real property) and Greg Wylie (tax) in Toronto and Constantine Troulis (financial services) in Montreal.

For the financing, the initial purchasers of the senior notes and the lenders were represented in Canada by Davies Ward Phillips & Vineberg LLP, with a team that included Carol Pennycook, Patricia Olasker, Derek Vesey, Patrick Moyer, Heather Platt and Joseph Jarjour (corporate), Colin Campbell and Ronald Wilson (tax) and David Dell (real estate). In the U.S. the initial purchasers were represented by Cahill Gordon & Reindel LLP in New York, with a team that included Stuart Downing and Erika Lee, and the lenders were represented by White & Case LLP in New York, with a team that included Eric Berg, Jason Ban, Steven Rockoff, Jenie Oh and Kristin Smith.

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