Moore Wallace and RR Donnelly Complete Combination Transaction

Mississauga, Ontario-based Moore Wallace Inc. and Chicago-based RR Donnelley & Sons Co. completed their combination transaction by way of a plan of arrangement under which RR Donnelley acquired all the outstanding shares of Moore Wallace for RR Donnelley stock. Approximately 102.069 million RR Donnelley shares, with a value of approximately US$3.24 billion, were issued in connection with the transaction for a total combined market cap of approximately US$6.85 billion.

On November 8, 2003, Moore Wallace and RR Donnelley entered into a combination agreement. At the special meeting of securityholders of Moore Wallace held on February 23, 2004, 99.7 per cent of Moore Wallace securities represented at the meeting voted in favour of the combination. On February 25, the Superior Court of Justice approved the combination of the two companies and on February 27, the deal closed.

Moore Wallace was represented in-house by Theodore Theophilos, executive vice-president, business and legal, and secretary; and in-house counsel Mary Ahern and Cristiana Maggiora; and in Canada by Osler, Hoskin & Harcourt LLP, with a team that included Clay Horner, Randall Pratt, Emmanuel Pressman, Adam Grabowski, Alain Roussy and Derek Smith (M&A), Judith Harris, Gregory Wylie, Simon Thompson, Dean Gresdal and Peter Macdonald (tax), Michelle Lally and Shuli Rodal (Investment Canada), Larry Lowenstein, Laura Fric and Chris Naudie (litigation), and Ian McSweeney, Louise Greig and Anna Zalewski (employee benefits); and in the US by Sullivan & Cromwell LLP in New York, with a team that included Joseph Frumkin, Audra Cohen, J. David Enriquez, Jeffrey Golden and Daniel Petroff (M&A), Willard Taylor and Michael Foley (tax), Richard Urowsky (antitrust) and Richard Alpern, N. Elizabeth Braha and Matthew Friestedt (employee benefits).

RR Donnelley was represented in-house by Monica Fohrman, senior vice-president, general counsel and secretary; in Canada by Stikeman Elliott LLP, with a team that included William Braithwaite, Brian Pukier and Quentin Markin (M&A), Ronald Durand and Dean Kraus (tax), Paul Collins and Sandra Walker (Investment Canada) and Eliot Kolers (litigation); and in the US by Sidley Austin Brown & Wood LLP in Chicago, with a team that included Thomas Cole, Michael Gordon, Frederick Lowinger, Dennis Osimitz, Jay Coppoletta, Beth Flaming, Seth Katz, John Kelsh, Timothy Rampe, Deborah Rhee and Jennifer Schubert (corporate), Sharp Sorensen and Kevin Pryor (tax) and Robert Ferencz, Mary Niehaus, Philip Castrogiovanni, Juliana Sanchez and Elizabeth Shawver (employee benefits).