Vertis Receives Final Court Approval of Financing; Other Motions in Connection with Prepackaged Restructuring Plan

BALTIMORE--(BUSINESS WIRE)--Vertis Communications (“Vertis”) announced today that it has received final court approval of its $380 million debtor-in-possession (DIP) financing being provided by GE Commercial Finance. The order signed today by the U.S. Bankruptcy Court for the District of Delaware in Wilmington grants final approval of Vertis’ financing request which was approved on an interim basis on July 16.

“Our financial restructuring is on schedule and proceeding smoothly,” said Mike DuBose, chairman and CEO of Vertis. “We are continuing to operate as normal while we finalize our comprehensive restructuring plan, including the merger with American Color Graphics. Throughout this process, we have received tremendous support from employees, suppliers and business partners. We have strengthened relationships with our clients and this restructuring will allow us to increase our product offerings and service levels even further. The next step is for the court to consider confirmation of our reorganization plan, which is set for hearing on August 26, so we can conclude our restructuring and merger by late summer.”

Vertis filed a prepackaged reorganization plan on July 15, 2008 to effectuate a merger with American Color Graphics. American Color filed its own prepackaged reorganization plan that same day. Through the restructurings, the two companies will shed approximately $1 billion in debt. Creditors have already voted in favor of the reorganization plans.

Vertis has previously obtained orders allowing it to continue paying pre-petition and post-petition obligations relating to employee wages, salaries and benefits; all existing warranty, rebate and customer programs; and trade vendors, including shipping and related obligations in the ordinary course of business.

More information on Vertis’ restructuring is available at http://www.vertisinc.com “Vertis Reorganization.” Vertis has also set up a toll-free information line for inquiries: 866.671.8107. Information on the Vertis prepackaged Chapter 11 case is available under lead case number 08-11460 (CSS) (Bankr. D. Del.).

About American Color Graphics

American Color Graphics (“ACG”) 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, ACG has been an innovative industry leader for over 80 years. The company 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 prepackaged 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 plans; 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.