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Management Side
Quebecor World Announces Sale/Merger of European Business to RSDB
Print
Montréal, Quebec, Canada, 07 November 2007 -– Quebecor World Inc. (TSX:IQW, NYSE:IQW) and RSDB NV announced that they have signed a definitive Share Purchase Agreement (SPA) and Implementation Agreement to sell/merge Quebecor World’s European operations to RSDB Group. RSDB will buy Quebecor World’s European operations and Quebecor World will retain a 29.9% interest in the merged entity that will be named “Roto Smeets Quebecor” (RSQ) and will be listed on Euronext Amsterdam.

Under the terms of the Share Purchase Agreement and Implementation Agreement, RSDB will deliver to Quebecor World, at closing, cash, a note and shares valued in the aggregate at approximately EUR 240 million (USD 341 million), subject to certain post-closing adjustments. More specifically, the consideration payable to Quebecor World will be comprised of approximately EUR 150 million (USD 213 million) in cash, a EUR 35 million (USD 50 million) note, and 1.4 million shares in RSQ representing approximately 29.9% of the issued and outstanding shares of the combined business post-closing.

Completion of the merger is conditional, among other things, on the approval of the shareholders of RSDB and receipt of clearances from the European Commission. Closing is expected to take place by the end of 2007.

“This transaction is a key element of our 5-Point Transformation Plan and is expected to deliver several significant benefits to our shareholders. The sale/merger will improve our balance sheet, and will provide additional financial flexibility and strategic options to create further shareholder value. We believe that it will also enable us to strategically reposition our company to focus on growing earnings within our core business in the Americas, where we are a leader,” said Wes Lucas, president and CEO Quebecor World.

“We are pleased that retaining an investment in RSQ may present an upside opportunity, as Quebecor World will help facilitate the consolidation of the European print industry and the creation of the leading printer in Europe, which will benefit our customers and employees going forward. Quebecor World and RSQ will also work together in the future to serve global customers,” Lucas added.

John Caris, CEO of RSDB, stated: "The combination of Quebecor World's European printing business with RSDB will enable RSDB, through its increased scale and broader footprint throughout Europe, to play an important role in the consolidation of the graphic industry in Europe. We see a great opportunity to pool the best practices and extensive industry experience available in the two businesses and to benefit from an attractive range of potential synergies."

Roto Smeets Quebecor, the new merged company, will become the leading player in the European printing industry, and the leader in the European market. Quebecor World’s European operations currently include 18 printing and related facilities employing approximately 4000 people in Austria, Belgium, Finland, France, Spain, Sweden, and the United Kingdom. These plants produce magazines, catalogs, retail inserts, direct mail products, book and directories for many of Europe’s leading retailers, publishers and branded goods companies.

RSDB NV (Euronext: RSDB) is a leading European provider of high-value graphic printing services based in Hilversum, The Netherlands. RSDB's principal business, Print Productions, produces full service gravure and offset printing material, with seven printing facilities in The Netherlands and one printing facility in Hungary, supported by sales offices in seven European countries. RSDB's Marketing Communications business focuses on marketing communications solutions and customer management processes.

Specifics of the Transaction

The aggregate consideration payable by RSDB to Quebecor World in respect of the transaction will amount to approximately EUR 240 million (USD 341 million), to be paid in cash, shares and through the assumption of indebtedness by RSDB, subject to certain post-closing adjustments. RSDB will acquire all shares held by Quebecor World Europe Holding (“QWE”), a wholly-owned subsidiary of Quebecor World, and in return will make payment of EUR 150 million (USD 213 million) in cash to Quebecor World, and will issue a EUR 35 million (USD 50 million) 8-year note repayable from 2011 to 2015. RSDB will also issue approximately 1.4 million new RSQ shares to Quebecor World representing 29.9% of its share capital post-closing, on a fully diluted basis. RSDB will also assume QWE’s pension, legal, and other liabilities, subject to restrictions in accordance with the terms of agreement.

The acquisition is subject to conditions precedent including the approval of RSDB's shareholders, and receipt of clearances from The European Commission (the "Conditions Precedent"). The transaction is not subject to the approval of Quebecor World's shareholders.

The parties have agreed to arrangements for the provision of certain transitional services and procurement arrangements in the period between the closing of the sale/merger until the end of 2008 to ensure the smooth transfer of QWE and its business to RSQ.

In the event that the transaction is not completed as a result of a default of one party (other than as a result of a failure to satisfy the Conditions Precedent or under other limited circumstances), the defaulting party is obliged to pay the other party a break-up fee of EUR 15 million (USD 21 million).

The supervisory board of RSQ will be comprised of five directors. Two of the five members of the supervisory board will be nominated by QWI. Resolutions of the supervisory board are, in general, adopted by an absolute majority. However upon completion of the sale/merger, Quebecor World and RSDB have agreed that certain predefined corporate decisions relating to important strategic matters, such as decisions relating to mergers and acquisitions, the issuance of new shares and the change of the dividend policy, will require a four out of five majority vote.

RSDB’s current CEO, John Caris, will lead RSQ. QWE’s experienced senior management team will continue to run the operations in each European country from which it currently operates. The key members of QWE's existing senior management team have indicated their support for the transaction and their continued involvement with the combined business. Their local expertise will be a valuable asset of the combination of the companies.

Note: For the European transaction the conversion rate of Euros into U.S. dollars was at an exchange rate of $1.4219 U.S. dollars for one Euro.

About Quebecor World
Quebecor World Inc. (TSX:IQW, NYSE:IQW) is a world leader in providing high-value, complete marketing and advertising solutions to leading retailers, catalogers, branded-goods companies, and other businesses with marketing and advertising activities, as well as complete, full-service print solutions for publishers. The company is a market leader in most of its major product categories, which include advertising inserts and circulars, catalogs, direct mail products, magazines, books, directories, digital premedia, logistics, mail list technologies, and other value-added services. Quebecor World has approximately 27,500 employees working in more than 120 printing and related facilities in the United States, Canada, Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden, Switzerland, and the United Kingdom.

Web address: www.quebecorworld.com


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