Vertis, Inc., a provider of targeted advertising, media, and marketing solutions, will be acquired by Quad/Graphics for $258.5 million. To facilitate the sale to Quad/Graphics, Vertis and its subsidiaries have filed for Chapter 11.
It is unclear how the company’s financial troubles will impact the sale, but, according to a release, Vertis has also filed documents seeking the Bankruptcy Court’s approval of the proposed sale, and has the support of its lenders.
“Quad/Graphics believes in the power of print in today’s multichannel media world and this acquisition further strengthens our ability to help retailers and direct marketers drive meaningful business results,” Joel Quadracci, chairman, president and CEO of Quad/Graphics, says in a prepared statement. “The combination of Quad/Graphics and Vertis is a natural and strategic fit. The complementary capabilities of our two businesses in retail advertising inserts, direct marketing and in-store marketing will further strengthen and expand our offerings, and will allow us to even better serve our clients, achieve additional efficiencies and build long-term value for our shareholders. We look forward to welcoming Vertis’ clients and employees into our family.”
As part of the sale through the Chapter 11 case, Vertis and its advisors will evaluate any competing bids that may be submitted in order to ensure it receives the highest and best offer for its assets, a statement from the company says. The agreement with Quad/Graphics comprises the initial stalking horse bid in the Court-supervised auction process under Section 363 of the Bankruptcy Code.
Vertis and Quad/Graphics anticipate the sale will be approved by the Bankruptcy Court during the fourth quarter of 2012 and will most likely close in the first quarter of 2013, pending the receipt of customary regulatory approvals.
Vertis’ board and senior management team accepted the offer from Quad/Graphics following an extensive and in-depth process to review strategic opportunities for its businesses conducted over the past several months.
“The offer from Quad/Graphics was the most compelling proposal we received because it ensures continuity for clients and the greatest number of opportunities for our employees while also maximizing value for our stakeholders,” says Gerald Sokol, Jr., Chief Executive Officer of Vertis, in a release. “By combining the talents and resources of these two great companies, we will be able to enhance the levels of service, quality and technological innovation we provide to our clients, further improving the effectiveness of our programs and increasing clients’ returns on their marketing investments. We are excited by the opportunities ahead and thank our lenders for their continued support in securing a smooth transition for our businesses.”