SUSSEX,
Wis., Oct. 22, 2024 /PRNewswire/ --
Quad/Graphics, Inc. (NYSE: QUAD) ("Quad" or the "Company"), a
global marketing experience (MX) company, today announced that it
has entered into a definitive agreement to sell the
majority of its European operations for €41 million
(approximately $45 million) to
Germany-based entrepreneurial
private capital investment manager Capmont GmbH ("Capmont").
Quad will maintain state-of-the-art
printing operations in locations that best support its
ever-evolving MX offering.
The transaction includes all employees and facilities for
Quad/Graphics Europe print and ink-manufacturing headquartered in
Wyszków, Poland; the Peppermint
agency in Warsaw, Poland; and Quad
POS (including Marin's International SAS), which has locations
throughout Europe.
Excluded from the sale are Quad's shared services employees in
Poland who support the company's
integrated marketing platform in The Americas.
The transaction is expected to close by year end 2024 pending
customary regulatory clearances and other closing conditions.
"The decision to divest the majority of our European operations
supports our ongoing strategic focus to optimize our business
portfolio for growth as a marketing experience company," said
Joel Quadracci, Chairman, President
and CEO of Quad. "We will maintain state-of-the-art printing
operations in locations that best support our ever-evolving MX
offering. This includes the Americas, with North America comprising our largest base of
operations and where we believe we can provide the greatest value
to clients through our uniquely integrated marketing platform. We
will also continue to leverage strategic partnerships that enhance
our ability to provide a seamless marketing experience around the
globe."
Quadracci continued: "Over the years, we have made significant
investments in our European operations and, today, have
best-in-class equipment and capabilities, backed by knowledgeable,
experienced employees. As we move forward with the sale, we are
committed to facilitating a smooth transition for our employees who
will continue to deliver the top-quality service our clients have
come to expect."
Henrik Munte, Managing Director
of Capmont, said: "Quad/Graphics Europe, Quad POS (formerly known
as Marin's) and Peppermint are renowned for their best-in-class
print, point of sale and marketing solutions. Empowered by highly
dedicated and knowledgeable employees, we are convinced that the
combination of the company's state-of-the-art production facilities
and award-winning creative agency offers exceptional solutions for
customers. We are highly appreciative of the successful cooperation
with Quad throughout the transaction process. Capmont is very much
looking forward to supporting the company on its path to becoming
the European leader in print and integrated marketing
solutions!"
Quad expects to use the proceeds from the sale to reduce debt
and make further investments in solutions that advance its MX
offering, consistent with its commitment to drive shareholder
value.
Quad established its European print operations in 1998 through a
partnership with Winkowski sp. z o.o. Quad acquired Winkowski in
2008, later renaming it Quad/Graphics Europe.
Quad purchased Marin's International SAS, a global leader in the
point-of-sale display industry, in 2015, later renaming it Quad
POS. The company specializes in the research and design of display
solutions and uses several licensees to sell, manufacture and
distribute its products.
AlixPartners served as Quad's financial advisory firm, and
Eversheds Sutherland served as Quad's legal advisor.
About Quad
Quad (NYSE: QUAD) is a global marketing experience company that
helps brands make direct consumer connections, from household to
in-store to online. Supported by state-of-the-art technology and
data-driven intelligence, Quad uses its suite of media, creative
and production solutions to streamline the complexities of
marketing and remove friction from wherever it occurs in the
marketing journey. Quad tailors its uniquely flexible, scalable and
connected solutions to clients' objectives, driving cost
efficiencies, improving speed to market, strengthening marketing
effectiveness, and delivering value on client investments.
Quad employs approximately 13,000 people in 14 countries and
serves approximately 2,700 clients including industry leading
blue-chip companies that serve both businesses and consumers in
multiple industry verticals, with a particular focus on commerce,
including retail, consumer packaged goods, and direct-to-consumer;
financial services; and health. Quad is ranked among the largest
agency companies in the U.S. by Ad Age, buoyed by its
full-service Rise media agency
and Betty creative agency. Quad is also one the largest
commercial printers in North
America, according to Printing Impressions.
For more information about Quad, including its commitment to
ongoing innovation, culture and sustainable impact, visit
quad.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include statements regarding,
among other things, our current expectations about the Company's
future results, financial condition, sales, earnings, free cash
flow, margins, objectives, goals, strategies, beliefs, intentions,
plans, estimates, prospects, projections and outlook of the Company
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 the Company'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 printing
services and significant overcapacity in a highly competitive
environment creates downward pricing pressures and potential
under-utilization of assets; the impact of increased business
complexity as a result of the Company's transformation to a
marketing experience company, including adapting marketing
offerings and business processes as required by new markets and
technologies, such as artificial intelligence; the impact of
changes in postal rates, service levels or regulations, including
delivery delays; the impact of fluctuations in costs (including
labor and labor-related costs, energy costs, freight rates and raw
materials, including paper and the materials to manufacture ink)
and the impact of fluctuations in the availability of raw
materials, including paper, parts for equipment and the materials
to manufacture ink; the impact macroeconomic conditions,
including inflation, high interest rates and recessionary concerns,
as well as cost and labor pressures, distribution challenges and
the price and availability of paper, have had, and may continue to
have, on the Company's business, financial condition, cash flows
and results of operations (including future uncertain impacts); the
inability of the Company to reduce costs and improve operating
efficiency rapidly enough to meet market conditions; the impact of
a data-breach of sensitive information, ransomware attack or other
cyber incident on the Company; the fragility and decline in overall
distribution channels; the failure to attract and retain qualified
talent across the enterprise; the impact of digital media and
similar technological changes, including digital substitution by
consumers; the failure of clients to perform under contracts or to
renew contracts with clients on favorable terms or at all; the
impact of risks associated with the operations outside of
the United States ("U.S."),
including trade restrictions, currency fluctuations, the global
economy, costs incurred or reputational damage suffered due to
improper conduct of its employees, contractors or agents, and
geopolitical events like war and terrorism; the failure to
successfully identify, manage, complete and integrate acquisitions,
investment opportunities or other significant transactions, as well
as the successful identification and execution of strategic
divestitures; the impact negative publicity could have on our
business and brand reputation; significant capital expenditures and
investments may be needed to sustain and grow the Company's
platforms, processes, systems, client and product technology,
marketing and talent, and to remain technologically and
economically competitive; the impact of the various restrictive
covenants in the Company's debt facilities on the Company's ability
to operate its business, as well as the uncertain negative impacts
macroeconomic conditions may have on the Company's ability to
continue to be in compliance with these restrictive covenants; 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 other
intangible assets; the impact of regulatory matters and legislative
developments or changes in laws, including changes in
cybersecurity, privacy and environmental laws; 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; and the other risk factors identified in the Company'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.
Except to the extent required by the federal securities laws,
the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Investor Relations Contact
Don Pontes
Executive Director of Investor Relations, Quad
916-532-7074
dwpontes@quad.com
Media Contact
Claire Ho
Director of Corporate Communications, Quad
414-566-2955
cho@quad.com
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