Quad Makes Application to Cease to be a Reporting Issuer in Canada
SUSSEX, WI, Oct. 1, 2019 /CNW Telbec/ - Quad/Graphics, Inc. (NYSE: QUAD) ("Quad") announced today that it will apply by October 15, 2019 to the Autorité des marchés financiers ("AMF"), as principal regulator, and the Ontario Securities Commission, the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, The Manitoba Securities Commission, the Financial and Consumer Services Commission, New Brunswick, the Nova Scotia Securities Commission, the Office of the Superintendent of Securities (Prince Edward Island) and the Office of the Superintendent of Securities Service (Newfoundland and Labrador) (collectively, the "Canadian Securities Regulatory Authorities") for an order (the "Order Sought") to cease to be a reporting issuer in, British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (collectively, the "Jurisdictions").
If the Order Sought is granted by the Canadian Securities Regulatory Authorities, Quad will cease to be a reporting issuer in any jurisdiction in Canada, and Quad will no longer be required to file financial statements and other continuous disclosure documents with Canadian Securities Regulatory Authorities.
Notwithstanding a decision that Quad is not a reporting issuer in Canada, Quad will continue to file all financial statements and other continuous disclosure materials required to be filed by it in accordance with the applicable securities laws of the United States and the rules of the New York Stock Exchange ("NYSE"). All such continuous disclosure documents of Quad are publicly available to all security holders of Quad under Quad's profile at www.sec.gov or by selecting the lock icon and then choosing "Investors" at www.QUAD.com and Quad's security holders resident in Canada will continue to receive copies of the continuous disclosure documents that are required to be delivered to security holders in the United States, in the same manner and at the same time as is required under the applicable securities laws of the United States and the rules of the NYSE.
If the Order Sought is granted by the Canadian Securities Regulatory Authorities, Quad will no longer be a reporting issuer in any jurisdiction in Canada and the outstanding class A common stock of Quad and the unsecured 7.00% senior notes of Quad due May 1, 2022 (the "Notes") will be subject to restrictions on resale under applicable securities laws, which include that a first trade of such securities is a distribution unless Quad is a reporting issuer in a jurisdiction in Canada at the time of the trade. However, if the Order Sought is granted, the statutory exemption of the prospectus requirement set forth in Section 2.15 of Regulation 45-102 Resale of Securities (and its equivalent in Ontario – section 2.8 of Ontario Securities Commission Rule 72-503 Distributions Outside Canada, and Alberta – section 11 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta) will be available to securityholders with respect to a first trade of the class A common stock and Notes, to the extent that (i) on the distribution date of the class A common stock or Notes, as applicable, Quad was a foreign issuer, (ii) on the date of any trade of the class A common stock or Notes, as applicable, Quad will not be a reporting issuer in any jurisdiction of Canada, and (iii) any trade of the class A common stock or Notes, as applicable, by a Canadian resident is made through an exchange (including the NYSE), or a market, outside of Canada, or to a person or company outside of Canada.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of within the meaning of the U.S. securities laws and Canadian securities laws. Actual future results, including whether the Order Sought will be granted, could vary from those expressed or implied by the forward-looking information in this release, and depend on regulatory developments, including actions taken by the AMF and/or other regulatory bodies. Forward-looking statements include statements regarding, among other things, our current expectations about Quad's future results, financial condition, revenue, earnings, free cash flow, margins, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook of Quad and can generally be identified by the use of words or phrases such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "project," "believe," "continue" or the negatives of these terms, variations on them and other similar expressions. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those expressed in or implied by such forward-looking statements. Forward-looking statements are based largely on Quad's expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control.
The factors that could cause actual results to materially differ include, among others: the impact of decreasing demand for printed materials and significant overcapacity in the highly competitive environment creates downward pricing pressures and potential underutilization of assets; the impact of digital media and similar technological changes, including digital substitution by consumers; the impact of fluctuations in costs (including labor and labor- related costs, energy costs, freight rates and raw materials) and the impact of fluctuations in the availability of raw materials; the failure to successfully identify, manage, complete and integrate acquisitions and investments; the inability of Quad to reduce costs and improve operating efficiency rapidly enough to meet market conditions; the impact of increased business complexity as a result of Quad's transformation into a marketing solutions provider; the impact of regulatory matters and legislative developments or changes in laws, including changes in cyber-security, privacy and environmental laws; the impact of changing future economic conditions; the failure of clients to perform under contracts or to renew contracts with clients on favorable terms or at all; the failure to attract and retain qualified talent across the enterprise; significant capital expenditures may be needed to maintain Quad's platforms and processes and to remain technologically and economically competitive; the impact of changes in postal rates, service levels or regulations; the fragility and decline in overall distribution channels, including newspaper distribution channels; the impact of the various restrictive covenants in Quad's debt facilities on Quad's ability to operate its business; the impact of risks associated with the operations outside of the United States, including costs incurred or reputational damage suffered due to improper conduct of its employees, contractors or agents; the impact on the holders of Quad's class A common stock of a limited active market for such shares and the inability to independently elect directors or control decisions due to the voting power of the class B common stock; the impact of an other than temporary decline in operating results and enterprise value that could lead to non-cash impairment charges due to the impairment of property, plant and equipment and intangible assets; and the other risk factors identified in Quad's most recent Annual Report on Form 10-K, which may be amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission or available on SEDAR at www.sedar.com.
Except to the extent required by applicable securities laws, Quad undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Quad
Quad (NYSE: QUAD) is a worldwide marketing solutions partner dedicated to creating a better way for its clients through a data-driven, integrated marketing platform that helps clients reduce complexity, increase efficiency and enhance marketing spend effectiveness. Quad provides its clients with unmatched scale for client onsite services and expanded subject expertise in marketing strategy, creative solutions, media deployment and marketing management services. With a client-centric approach that drives its expanded offering, combined with leading-edge technology and single-source simplicity, Quad believes it has the resources and knowledge to help a wide variety of clients in multiple vertical industries, including retail, publishing and healthcare. Quad has multiple locations throughout North America, South America and Europe, and strategic partnerships in Asia and other parts of the world. For additional information visit www.QUAD.com.
SOURCE Quad
Investor Relations Contact: Kyle Egan, Director of Investor Relations and Assistant Treasurer, Quad, 414-566-2482, [email protected]; Media Contact: Claire Ho, Director of Corporate Communications, Quad, 414-566-2955, [email protected]
Share this article