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This is a joint press release by Printing Holding B.V. (the “Offeror”) and Roto Smeets Group N.V. (“RSG”) pursuant to the provisions of Section 5 paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This announcement and related materials do not constitute an offer for the issued and outstanding ordinary shares in the capital of RSG (the “RSG Shares”) or any other legal offer, contract or agreement, or create any legally valid or binding obligation for the Offeror or RSG in respect of the RSG Shares. The distribution of this announcement may in certain jurisdictions be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. In particular, this announcement is not for release, publication or distribution, in whole or in part, in or into directly or indirectly the United States, Canada, Australia or Japan.

Printing Holding decides to discontinue bid for Roto Smeets Group

On 21 February 2011, Printing Holding made it know it had received the information published on 18 February 2011 regarding RSG’s 2010 third quarter figures. These figures represent a significant departure from Printing Holding’s expectations at the time it embarked upon the merger protocol.

As a result of this change of circumstances, the major shareholders have indicated to Printing Holding that they no longer wish to extend their irrevocables. In light of RSG’s disappointing third quarter results, it is their view that entering into a bid without any downwards adjustment of cash the bid price would be disadvantageous to the reinvestment in RSG they envisioned after completion of the planned bid.

Printing Holding has conducted talks with RSG, seeking to agree a change to the price and conditions of the planned bid. The talks failed to produce agreement with RSG. Printing Holding does not wish to make a public bid for which RSG’s agreement has not been secured. Printing Holding has therefore resolved not to continue with the planned bid for RSG.

Riva Investments B.V., the sole shareholder of Printing Holding, remains a committed RSG shareholder. In that capacity it expresses its confidence in the new course that has been set in train by the acting CEO, under whose leadership a number of improvement plans have been initiated. It also supports the plan for a simplified management model, which will see responsibilities and authority rooted deeper within the organisation. These measures will bring the costs structure more into line with the present size of the business operations.

Before a public bid for RSG shares was contemplated, in 2010, RSG’s Supervisory Board had intended to propose drs. J. Rijper for appointment to the RSG Supervisory Board. It was at that time decided to postpone that decision pending the bid negotiations. Mr. Rijper’s appointment will now be proposed to the next General Shareholders’ Meeting.

Amsterdam/Deventer, 3 March 2011

About Riva
Riva Investments B.V. is a professional investment vehicle focusing on long term investment opportunities. Riva is a shareholder in Roto Smeets Group over a period of approximately 10 years now.

About RSG
Roto Smeets Group NV is listed on the NYSE Euronext Exchange, Amsterdam. Roto Smeets Group is an organization of service supply companies, transforming the clients’ communications – with added value – into printed and multimedia products.
The companies are clustered into two business lines: Print Productions, providing efficient, full-service, web-based printing and Marketing Communications, ensuring the optimum facilitation of the client’s own communications channels by means of effective, cross-media communications concepts.

This announcement will also be published in Dutch. The Dutch version will prevail over the English version.

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