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Moore Corporation Limited scratched a seven-year itch on January 17, when it announced it would purchase Wallace Computer Services, Inc., for $1.3 billion. Moore, a Mississauga, Ontario�based maker of business forms, failed to acquire its competitor in a previous takeover attempt in the mid-nineties. Wallace, based in Lisle, Illinois, beat back that 18-month-long bid, even though it failed to find a white knight. Recent investors in Wallace are likely to be pleased with the latest deal, since the company’s stock price has been under pressure in recent years. But long-term shareholders can’t be thrilled, since the new proposal values Wallace at about the same price Moore offered then. This time Moore will pay $606 million in cash and $470 million in common shares for Wallace � about $25.50 a share for the target � and will assume $210 million of Wallace debt. The combined entity will be named Moore Wallace Incorporated. For Acquiror Moore Corporation Limited (Mississauga, Ontario) In-house: Senior vice president, general counsel, and secretary Jennifer Estabrook. Sullivan & Cromwell (New York): Corporate: Robert Downes, Joseph Frumkin, and associates Ikenna Emehelu, Jeffrey Golden, Kieran Hennigan, Da-Wai Hu, and Daniel Petroff. Antitrust: Richard Urowsky and associate Amanda Blanck. Tax: Willard Taylor and associate Michael Foley. Environmental: special counsel Matthew Brennan. Employee benefits: special counsel Richard Alpern and associates Marcy Hirschfeld and Sabine Leube. Sullivan & Cromwell has worked with Moore since shortly after private equity firm Chancery Lane/GSC Investors, L.P., led a minority investment in Moore in December 2001. Sullivan & Cromwell represented Chancery Lane/GSC in that investment. (Moore was represented in its 1995 bid for Wallace by Chadbourne & Parke.) Osler, Hoskin & Harcourt (Toronto): Corporate: H.B. Clay Horner, Randall Pratt, and associates Mary Abbott, Jennifer Campbell, and Emmanuel Pressman. Tax: Judith Harris, David Tetreault, and associate Glen Loutzenhiser. Antitrust: Peter Franklyn and associate Shuli Rodal. Osler began representing Moore’s board of directors in the fall of 2000 in a review that ended in the investment by Chancery Lane/GSC Investors in Moore. Since then, Osler has been Moore’s principal Canadian counsel. For Target Wallace Computer Services, Inc. (Lisle, Illinois) In-house: General counsel James Benak. Sidley Austin Brown & Wood (Chicago): Corporate: Michael Gordon, Frederick Lowinger, and associates Affan Arain, Seth Katz, Celia Mitchell, Timothy Rampe, Deborah Rhee, Jennifer Schubert, and James Whitney. Intellectual property: Mark Kaufmann and associates Sharon Gordon and Suzanne Stocker Shea. Tax: Sharp Sorensen and associate Kevin Pryor. Executive compensation: Matthew Johnson, Michael Sigal, and associate Melissa McGrory. Employee benefits: Robert Ferencz and associate Eileen Liu. Environmental: Laura Leonard and associate Trisha Smith. Real estate: Paul Monson, senior counsel James Marovitz, and associates Ronald Alber, Nancy Samanich, Laura Smith, and Benjamin Swartzendruber. Litigation/antitrust: William Baumgartner, Jr., James Ducayet, and Joel Mitnick. Labor: Jonathan Lotsoff and associate Ami Wynne. (Mitchell, Trisha Smith, Alber, Samanich, and Mitnick are in the firm’s New York office.) Predecessor firm Sidley & Austin first worked for Wallace in 1995, defending the company against Moore’s hostile takeover attempt. Stikeman Elliot (Montreal): Simon Romanoand associate Stacey Hoisak. (Both are in Toronto.) Outlook Shareholders of both companies as well as U.S. regulators and the Toronto Stock Exchange must approve the deal, which is expected to close in the second quarter.

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