Wyser-Pratte uncovers glaring valuation math errors in Goldman Sachs' evaluation of Wallace Computer Services

Business Wire, Jan 30, 1996

NEW YORK--(BUSINESS WIRE)--Jan. 30, 1996--Wyser-Pratte & Co., Inc. uncovers glaring valuation math errors in Goldman Sachs' evaluation of Wallace Computer Services; demands that Wallace: 1) Meet forthwith with Moore Corp. to negotiate a value maximizing transaction for Wallace shareholders; and 2) require Goldman Sachs to reimburse the fees paid to it by Wallace in connection with Moore Corp's takeover attempt, as well as the costs and expenses Wallace incurred to defend itself against Moore's tender offer and proxy fight. -0-

In a letter sent today to Ted Dimitriou, chairman of the board of Wallace Computer Services, Wyser-Pratte & Co., Inc. informed Wallace's board of directors that Goldman Sachs had made a number of glaring computational and factual valuation math errors in its October 17, 1995 evaluation of Wallace. These errors have substantially overstated Goldman's assessment of Wallace's values. According to Mr. Wyser-Pratte, "These substantial errors call into question the value of Goldman's report, whether Wallace's board did in fact fulfill its duty of care and meet its fiduciary responsibilities to the Wallace shareholders, and whether Wallace filed a misleading 14-D9 and proxy statement in connection with Moore Corp.'s hostile takeover attempt and proxy fight. It is one thing to say a bid is inadequate; it is an entirely different thing to hide behind this report which operates to inflate Wallace's valuation.

Correcting for Goldman's errors renders Moore's $60 offer per share substantially more adequate than has been previously conveyed to the Wallace board, Wallace's shareholders, or Judge Schwartz. Now that these errors have been exposed, the board must act responsibly and in shareholders' best interest by immediately meeting with Moore Corp. and negotiating a value maximizing transaction." Wyser-Pratte concluded: "The board has a duty to notify the Delaware courts and shareholders that Goldman's evaluation should be withdrawn and to demand that Goldman reimburse not only the investment banking fees paid to it during Moore Corp.'s acquisition attempt, but also the costs and expenses incurred by Wallace in connection with Moore Corp.'s acquisition atttempt and proxy fight." Mr. Wyser-Pratte said in his letter that he will send to the SEC a copy of Wyser-Pratte & Co., Inc.'s critique of Goldman's October 17, 1995 analysis for possible enforcement action, and that he would nominate three directors at Wallace's 1996 annual meeting should Moore Corp. decline to do so.

CONTACT: Wyser-Pratt & Co., Inc.

Eric Longmire

212/495-5357