American Color Receives Confirmation of Pre-Packaged Reorganization Plan; Merger with Vertis Communications Expected to Be Completed in Coming Weeks

NASHVILLE, Tenn.--(BUSINESS WIRE)--American Color Graphics, Inc. (“the Company”/”American Color”) announced today that its pre-packaged plan of reorganization has been confirmed by the U.S. Bankruptcy Court just 42 days after the filing of the Company’s plan and related petitions. The confirmation order was signed by the Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware in Wilmington. It is expected that American Color will emerge from its pre-packaged chapter 11 within 10-20 days, at which time it will complete a planned merger with Vertis Communications. Both companies filed pre-packaged reorganization plans on July 15, 2008 to implement the merger. Vertis also received confirmation of their reorganization plan from Judge Sontchi today.

“During this restructuring, American Color has continued business as usual, meeting all of our obligations to our vendors, employees and customers,” said Steve Dyott, Chairman and CEO of American Color. “We are extremely pleased with our progress toward a merger with Vertis. The combined company will be able to offer customers a broader range of capabilities, production options and innovative solutions.”

Voluntary reorganization undertaken by the two companies will reduce the combined company’s debt obligations by approximately $1 billion before transaction fees and expenses. The noteholders of American Color and Vertis will exchange their notes for an aggregate of $550 million in new notes and substantially all of the equity in the new, combined company.

At exit, American Color will have access to a $250 million Senior Secured Revolving Credit exit facility from GE Commercial Finance and a $400 million exit facility from Morgan Stanley Senior Funding, Inc., as lead arranger, to satisfy obligations under the prepackaged plan.

“The successful completion of our restructuring would not have been possible in such a short time without the dedication and support of our employees. We extend our heartfelt thanks to all of them for their continuing commitment to providing our customers with the high levels of quality and service they have come to expect from us. We also appreciate that our customers, suppliers, bondholders, and others have supported us in this vision,” said Mr. Dyott. “Today’s action brings us one step closer to realizing the benefits of merging our two great companies. We look forward to a bright future, better positioned to meet the challenges facing our industry, with greater financial strength and new resources,” concluded Mr. Dyott.

Additional information on American Color’s restructuring is available on the Company’s website www.americancolor.com or by calling the Company’s toll-free restructuring information line at (866) 739-8117.

About American Color

American Color is one of North America’s largest and most experienced full-service premedia and print companies, with eight print locations across the continent, a TMC facility, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. Expert in a full range of products such as retail, newspapers, direct mail, catalog, publication, packaging, book, comic, and commercial products, American Color has been an innovative industry leader for over 80 years. The Company also provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. For more information, visit www.americancolor.com.

About Vertis Communications

Vertis Communications is a premier provider of print advertising and direct marketing solutions to America’s leading retail and consumer services companies. Vertis delivers marketing programs that create strategic value for clients by using proprietary customer research, database targeting technologies, premedia and media services, combined with its world-class printing expertise. Headquartered in Baltimore with over 100 locations in the U.S., Vertis Communications has been recognized as one of Fortune magazine's "Most Admired Companies" in advertising and marketing. For more information, visit www.vertisinc.com.

This press release may contain forward-looking statements. The words “believes, “anticipates, “expects, “estimates, “plans, “intends,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that may cause these differences include fluctuations in the cost of raw materials we use, changes in the advertising, marketing and information services markets, the financial condition of our customers, actions by our competitors, changes in the legal or regulatory environment, general economic and business conditions in the U.S. and other countries, and changes in interest and foreign currency exchange rates.

Completion of the merger and consummation of the pre-packaged plan are subject to the satisfaction of customary closing conditions and the receipt of necessary approvals, including approval by the Bankruptcy Court of the Chapter 11 plans referred to above. Certain additional factors could affect the outcome of the matters described in this press release. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and/or the plan support agreements Vertis and American Color Graphics executed with certain stakeholders; (2) the outcome of any legal proceedings that may be instituted against the company and others; (3) the failure to satisfy other conditions to completion of the merger and/or consummation of the plans; (4) the failure of the company to obtain the financing necessary to consummate the merger and the plans; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announced transactions; (6) the ability to recognize the benefits of the merger, including any synergies that may result from the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the plan and the actual terms of certain financings that will be obtained for the merger; (8) certain events that may occur in the Chapter 11 cases, including the objections to any of the plan, and (9) the failure of any of the lenders to provide the financing contemplated by the commitment letters due to the failure of a closing condition or otherwise. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the company's ability to control or predict.

Consequently, you should consider any such forward-looking statements only as our current plans, estimates, and beliefs. Even if those plans, estimates, or beliefs change because of future events or circumstances, we decline any obligation to publicly update or revise any such forward-looking statements.