Court Approves Combined RR Donnelley, Moore Wallace
The Ontario Superior Court of Justice approved a plan Feb. 25 under which Chicago-based commercial printer RR Donnelley and New York-based manufacturer Moore Wallace Inc. will combine. The court determined the companies' arrangement is fair and reasonable to Moore Wallace shareholders. A day earlier, investors in both companies voted in support of combining the firms.
In November, RR Donnelley had announced plans to acquire Moore Wallace in a deal valued at $2.8 billion. Last May, Moore Wallace was created when Mississauga, Ontario-based Moore Corp. Ltd. bought Lisle, Ill.-based Wallace Computer Services Inc. for $1.1 billion in cash and stock.
Also, Moore Wallace announced that Mark Hiltwein, its executive vice president and CFO, was suspended with pay after he provided a misdated document to PricewaterhouseCoopers LLP in connection with an investigation it was conducting.
The investigation focused on allegations in an anonymous letter received by the company in December that alleged misuse of acquisition-related restructuring charges and vague assertions of other accounting actions. Hiltwein was subpoenaed Feb. 12 by the U.S. Attorney's Office for the District of Connecticut in connection with the matter.
In addition, Thomas W. Oliva, Moore Wallace's president and chief operating officer, left the company.
Companies to Acquire Workflow Management
Workflow Management Inc., West Palm Beach, Fla., announced it will be acquired by two private equity companies for $65 million. Washington, D.C.-based Perseus LLC and The Renaissance Group LLC of Denver plan to finalize the deal next month under a jointly created entity called WF Holdings Inc. The companies will pay $4.87 a share for Workflow Management, which owns Norfolk, Va.-based distributorship Workflow (formerly known as SFI).
Last year, Workflow's board of directors hired investment banker Jeffries & Co. to devise a way for the company to repay $50 million in debt due this year. The company reported total debt of $155.2 million in October. Workflow Management employs 2,700 and operates 52 sales offices, 12 manufacturing facilities and 14 warehouses and distribution centers throughout the United States, Canada and Puerto Rico.
Relizon Acquires GBF InfoSystems
The Relizon Company, a manufacturer based in Dayton, Ohio, purchased GBF InfoSystems Inc., a distributorship with offices in Portland, Maine, and Manchester, N.H. GBF InfoSystems is a $3 million company that sells mainly to banking, health care and commercial accounts. Relizon currently has sales offices in Portland, Manchester and Burlington, Vt. GBF and Relizon offices in Portland and Manchester will be consolidated.
Southern Imaging Acquires Computer Forms and Products
Southern Imaging Group, a document management company headquartered in Florence, S.C., acquired Computer Forms and Products (CF&P), Granite Falls, N.C. CF&P reported sales of $5.5 million in fiscal 2003. Southern Imaging Group specializes in variable imaging, tags and labels, commercial printing, promotional products, traditional business forms and e-commerce solutions. It employs 45 people in offices located in South Carolina and North Carolina.
Blue Ridge Paper to Cut 100 Jobs
Blue Ridge Paper Products Inc., based in Canton, N.C., plans to eliminate 100 jobs, accounting for 8 percent of its headquarters and paper/paperboard mill workforce in Canton. The move is part of a $10 million cost improvement program and will be implemented during the next several months. The job reductions aren't related to production or process changes at the mill, which produces uncoated free-sheet and bleached paperboard, the company said. Blue Ridge Paper plans to make the reductions without layoffs: Hourly employee cuts will be achieved mostly through attrition, and salaried employees will be offered voluntary severance packages. Blue Ridge employs 2,000 workers at its mill and at converting plants in five other states. Last year, Blue Ridge closed its liquid packaging plant in Morristown, N.J., eliminating 115 jobs.
Judge Rules in Favor of Manufacturers
A federal judge ruled in favor of seven manufacturers of bar code and machine vision systems in their lawsuit against the Lemelson Medical, Education & Research Foundation LP. On Jan. 23, Chief Judge Philip M. Pro of the U.S. District Court in Las Vegas said 14 Lemelson patents on bar code reading and machine vision weren't valid or enforceable. In 1999, Symbol Technologies; Accu-Sort Systems Inc.; Intermec Technologies Corp.; Metrologic Instruments Inc.; PSC Inc.; Teklogix Corp., a wholly owned subsidiary of Teklogix International Inc.; and Zebra Technologies Corp. jointly filed a suit in federal court in Nevada against Lemelson. At issue was whether Lemelson's initial disclosure in 1954 contributed to the machine vision and bar code technologies used today. Court testimony disclosed that an "ordinary individual" with "skill in the art" at the time couldn't have used information disclosed in the Lemelson patent application to develop a working system.
