Quad/Graphics, Inc. said it intends to vigorously defend its proposed acquisition of LSC Communications in response to the U.S. Department of Justice’s lawsuit seeking to block the acquisition. 

 

The all-stock transaction was announced on Oct. 31, 2018, and was approved by shareholders of both companies on Feb. 22, 2019. 

 

Quad intends to work together with LSC to contest the DOJ’s allegations.

 

“We believe the acquisition of LSC will result in time- and cost-saving opportunities for clients while protecting jobs for employees," said Joel Quadracci, Quad chairman, president & CEO.  "We also believe that the business combination will create a highly efficient print manufacturing and distribution platform that will strengthen the role of print in an increasingly multichannel media world that is dominated by digital advertising.

 

“We are fully committed to defending the DOJ’s lawsuit in court," Quadracci continued. "We believe the combination of Quad and LSC is the best outcome for all stakeholders and that the DOJ’s attempt to stop the transaction will unfavorably impact our clients, our employees, and the print industry.

 

“The DOJ’s position ignores the dynamic conditions in the U.S. commercial printing industry, which consists of nearly 50,000 companies, generates an estimated $76 billion in aggregate annual revenues and provides ample competition for the supply of printed products, especially in the face of decreasing demand," Quadracci added. "Neither Quad nor LSC accounts for more than 5 percent of that total print industry revenue. By comparison, two digital media companies, Google and Facebook alone, have worldwide digital ad sale revenues totaling more than $75 billion – nearly the same amount as the entire printing industry. This underscores a key point: Our competition is not only other printers but also other forms of media. Quad is in the business of manufacturing advertising and, therefore, is a direct competitor to digital channels. Given the continued migration of advertising dollars to digital channels, the printing industry has pursued platform consolidations as a key way to eliminate inefficient and expensive overcapacity, streamline operations and create the efficiencies. This will help ensure print remains an economically feasible alternative to digital channels for publishers and retailers. Our goal is to make print a more effective and affordable media option to that of digital giants such as Google and Facebook. The DOJ does not appear to recognize the competitive effect of digital media on the print industry.

 

“In the end, we believe the completion of the transaction would enable Quad to more effectively compete with ongoing media disruption and meet future demand for print as part of robust integrated marketing solutions offering dedicated to creating connected experiences for consumers," Quadracci concluded. "Regardless of the outcome of the DOJ’s challenge to the transaction, Quad will continue to take a disciplined build-partner-acquire approach to solve more of our clients’ most complex marketing problems and process challenges. We remain unwavering in our commitment to perform well for our clients and will continue our disciplined focus to enhance EBITDA, including the acceleration of our transformation as a marketing solutions partner in growing vertical markets like direct-to-consumer.”

 

Either Quad or LSC can terminate the merger agreement if the transaction is not consummated by Oct. 30, 2019, or if there is a final, non- appealable order preventing the transaction. In this case, Quad will be required to pay LSC a “regulatory approval reverse termination fee” of $45 million.