Quad enters into definitive agreement to sell the majority of its European operations to Capmont

SUSSEX, WI, October 22, 2024 — 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”).

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

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.

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.

Don Pontes
Executive Director of Investor Relations
916-532-7074
dwpontes@quad.com