WINDSOR, Conn.--(BUSINESS WIRE)--Sept. 1, 2006 ADVO, Inc. (NYSE:AD) today made the following statement in response to the misrepresentations and allegations Valassis (NYSE:VCI) made in the lawsuit it filed against ADVO in the Delaware Chancery Court:

    "Having reviewed the Valassis lawsuit seeking to rescind its
    agreement to acquire our company for $37 per share, ADVO
    reiterates that Valassis' claims are nothing more than a case of
    'buyer's remorse' arising from the negative reaction by Valassis'
    stockholders and analysts to the announcement of the transaction,
    and perhaps exacerbated by Valassis' own continuing financial
    weakness. The lawsuit appears to be a tactic designed to pressure 
    ADVO to agree to a price lower than the parties' binding agreement
    requires.

    Valassis' complaint makes a series of unfounded charges that
    impugn the integrity of management and strength of ADVO's
    business. ADVO rejects Valassis' claims as having no legal merit
    and stands by the financial disclosures and the certifications of
    the company's principal executive and principal financial
    officers, set forth in the company's most recent Form 10-Q filed
    on August 10, 2006. ADVO's certifying officers concluded that the
    company's controls and procedures were effective, as of the close
    of the period covered by such Form 10-Q, to ensure that the
    information required to be disclosed by the company in reports it
    files under the federal securities laws is recorded, processed,
    summarized and reported within the time periods specified in SEC
    rules and forms.

    ADVO remains committed to the transactions contemplated by the
    binding merger agreement, and will vigorously defend itself
    against Valassis' claims."

Following is a copy of the letter that S. Scott Harding, ADVO's Chief Executive Officer, and John Mahoney, Chairman of the ADVO Board of Directors, sent to the Valassis Board of Directors on August 29, 2006. The letter was sent after an in-person meeting on August 28, 2006 that was requested by Valassis.

On the afternoon of August 30, 2006, Valassis and its representatives called ADVO and its representatives to advise them that the Valassis Board had approved commencing litigation against ADVO later that afternoon unless ADVO would agree within one hour to two demands: (1) to provide Valassis with full and unfettered access to all ADVO personnel and documents, and (2) to enter into good faith negotiations regarding the purchase price for the ADVO shares in the merger. This was the first time that Valassis had proposed renegotiating the purchase price set forth in the definitive merger agreement, and ADVO's Board of Directors promptly rejected those demands since Valassis remains obligated to acquire ADVO at the $37 per share price that Valassis agreed to pay when it signed the definitive merger agreement last month. -0-

August 29, 2006

Valassis Communications, Inc. Board of Directors
19975 Victor Parkway
Livonia, MI 48152
Attention: Barry P. Hoffman
           Secretary to the Board of Directors


Ladies and Gentlemen:

    We met yesterday at Valassis' request with Messrs. Schultz and
Recchia, who advised us that, "based on where things stand today and
what we now know, we cannot advise our Board of Directors to move
forward" with the definitive merger agreement with ADVO. Messrs.
Schultz and Recchia reiterated their demand for ADVO to provide "full
and unfettered access" to all ADVO personnel and documents in order
for the forensic accounting firm retained by Valassis to conduct a
full-scale investigation of ADVO's recent and projected financials, as
well as the information made available by ADVO to Valassis prior to
the execution of the merger agreement. Valassis' recent actions and
statements have raised substantial doubts in our minds as to whether
Valassis intends to close the transaction on September 15, 2006, as
required by the merger agreement (assuming ADVO stockholders approve
the merger at the special stockholders meeting on September 13, 2006).

    We are deeply troubled by the position Valassis management is
taking. It appears that Valassis is suffering from a severe case of
"buyer's remorse," arising from the negative reaction by Valassis'
stockholders and analysts to the announcement of the transaction, and
perhaps exacerbated by Valassis' own continuing financial weakness and
an increasing interest rate environment that is making its acquisition
financing costs more expensive than Valassis expected. We are
concerned that Valassis' motives in retaining a forensic accounting
team, and its demands regarding unfettered access, are for the primary
purpose of delaying the closing of the merger while it seeks to
develop a rationale to back out of its merger agreement. However,
regardless of Valassis' intentions in making its demands, there is no
legal basis whatsoever for Valassis not to move forward with the
definitive merger agreement:

    --  The access rights under Section 5.02 of the merger agreement
        are for "reasonable access" to information concerning ADVO's
        business as Valassis "may reasonably request," provided, among
        other things, that such access does not "unreasonably disrupt"
        ADVO's operations. Over the course of the last month, since
        ADVO advised Valassis of its third quarter financial results,
        ADVO has provided substantial documentation and access to
        Valassis and its representatives, including a two-day meeting
        with Valassis's management and Deloitte on August 7 and 8 at
        which ADVO responded to all of Valassis's inquiries. ADVO
        stands ready to continue to provide "reasonable access" to
        Valassis that does not "unreasonably disrupt" ADVO's
        operations, but "reasonable access" is not "full and
        unfettered access," as Valassis has been demanding.

    --  While Valassis management has cited concerns regarding changes
        in ADVO's financial results for April and May 2006, the merger
        agreement contains no representations and warranties regarding
        any financial information for periods after March 25, 2006 --
        the date of ADVO's most recent financial statements filed with
        the SEC before the execution of the Merger Agreement on July
        5. ADVO made representations and warranties with respect to
        the financial statements it had filed with the SEC prior to
        July 5, but Valassis has made no claim that any of these SEC
        filings contained any untrue statements of material fact.

    --  Valassis has also raised concerns with respect to ADVO's Q3
        and Q4 2006 forecasts. But the Merger Agreement contains no
        representations or warranties with respect to any forecasts,
        including Q3 and Q4. While it is true that ADVO did represent
        and warrant that there had been no "Material Adverse Change"
        between March 25, 2006 and July 5, 2006, that representation
        and warranty is plainly true:

        --  First, as a contractual matter, the definition of
            "Material Adverse Change" in the merger agreement is very
            limited, and excludes any effects or changes arising out
            of or relating to five separate categories of carve-outs
            including, for example, "changes affecting generally the
            industries in which (ADVO) or its Subsidiaries conduct
            business, as long as such changes do not substantially
            disproportionately affect (ADVO)." As we noted in our
            letter to you of August 4, 2006, other companies in ADVO's
            industry, including Valassis, Harte-Hanks and a number of
            newspaper companies, had significantly disappointing
            financial results in the second calendar quarter of 2006 -
            which is the only period covered by ADVO's representation
            with respect to the absence of a Material Adverse Change.
            Indeed, Mr. Schultz stated in Valassis' press release on
            July 27, 2006 that "The first half of 2006 has been
            disappointing for our business and the industry in
            general." (emphasis added)

        --  Second, as a legal matter, we are advised that Delaware
            law is clear that there is no Material Adverse Change
            "unless the company has suffered a (change) in its
            business or results of operations that is consequential to
            the company's earnings power over a commercially
            reasonable period, which . . . would be measured in years
            rather than months." In re IBP Shareholders Litig., 789
            A.2d 14, 67 (Del. Ch. 2001). That case also held that a
            Material Adverse Change must result from "the occurrence
            of unknown events that substantially threaten the overall
            earnings potential of the target in a
            durationally-significant manner." No such
            "durationally-significant" change has occurred at ADVO.

    --  Mr. Schultz also referenced yesterday a few developments in
        our business since the merger agreement was signed that could
        have a somewhat negative effect on our future results. We
        expect that Valassis is raising these issues in the context of
        the separate condition to your obligation to close the merger
        that, since July 5, 2006, there has not been a Material
        Adverse Change. However, this argument is subject to the same
        contractual and legal hurdles in trying to prove the
        occurrence of a Material Adverse Change that are discussed
        above, as well as the effect of other, positive developments
        that have occurred since July 5, 2006, including favorable
        discussions regarding additional newspaper alliances and the
        California court decision in the Sumuel case.

    --  We categorically reject Mr. Schultz's allusions yesterday to
        the possibility of fraud with respect to information ADVO
        provided to Valassis prior to the execution of the merger
        agreement. But even if there were any basis to such
        allegations -- and Mr. Schultz did not provide any -- Valassis
        repeatedly and expressly acknowledged that ADVO was
        disclaiming any representations with respect to such
        information, and that ADVO would have no liability with
        respect to Valassis' use or reliance on such information:

        --  In November 2005, Valassis and ADVO entered into a Mutual
            Non-Disclosure Agreement, in which Valassis acknowledged
            that the due diligence information to be provided by ADVO
            was "delivered 'as is,' and all representations or
            warranties, whether express or implied, . . . are hereby
            disclaimed."

        --  Thereafter, upon accessing ADVO's electronic data room,
            each representative of Valassis was required to expressly
            confirm his or her agreement with several "Conditions of
            Access," including the understanding that ADVO was "making
            no representations or warranties, express or implied, as
            to the accuracy or completeness of the information, and
            that (ADVO) will have no liability with respect to any use
            or reliance upon any of the information."

    --  We have been advised that, under Delaware law, language of the
        sort contained in the Mutual Non-Disclosure Agreement and
        "Conditions of Access" precludes a buyer from asserting that a
        seller's misrepresentations -- whether innocent, negligent or
        even fraudulent -- induced the seller into entering into the
        contract. For example, in Great Lakes Chemical Corp. v.
        Pharmacia Corp., 788 A.2d 544 (Del. Ch. 2001), the buyer of a
        pharmaceuticals business claimed that the seller had
        fraudulently induced it to enter into their contract. The
        contract provided, however, that the seller would not be
        "subject to any liability to the Buyer . . . resulting from
        the distribution to the Buyer or the Buyer's use of . . . any
        information, document, or material made available to the Buyer
        in certain 'data rooms'" and that the seller made no
        "representation or warranty as to the accuracy or completeness
        of the information" provided to the buyer. Id. at 552. Based
        on this language, the court concluded that the buyer "was not
        entitled to justifiably rely on the (seller's) statements,"
        and dismissed the buyer's claims for rescission and damages
        based on fraudulent inducement. Id. at 556 at n.34. See also
        Abry Partners V, L.P. v. F&W Acquisition LLC, 891 A.2d 1032,
        1057 (Del. Ch. 2006) ("A party cannot promise . . . that it
        will not rely on promises and representations outside of the
        agreement and then shirk its own bargain in favor of a 'but we
        did rely on those other representations' fraudulent inducement
        claim.") (citing many cases); In re IBP, 789 A.2d at 32, 73
        &n. 180, 76 (where confidentiality agreement recited that
        seller made no representation or warranty as to the accuracy
        or completeness of due diligence material and that seller
        would have no liability resulting from buyer's use of such
        material, claims for rescission of subsequent merger agreement
        based on alleged fraudulent inducement were barred).

    --  Putting to one side the fact that Valassis is contractually
        precluded from asserting any claim of fraudulent inducement
        here, none of the purportedly misrepresented facts were
        "material." Thus, ADVO provided Valassis with unaudited
        financial results for April and May 2006 that, it turned out,
        understated postage and distribution expense by approximately
        $1.5 million, and printing and paper expense by approximately
        $1.0 million, for that two month period. Given that ADVO's
        annual postage and distribution expense is approximately $700
        million, and that its annual printing and paper expense is
        approximately $180 million, the amount of the combined
        understatement of $2.5 million for this two-month period -
        less than 0.3% of the annual expenses for such items - is
        plainly immaterial "in light of the size and nature of (this
        $1.3 billion) transaction." Allegheny Energy, Inc. v. DQE,
        Inc., 74 F. Supp. 2d 482, 518 (E.D. Pa. 1999). See also In re
        IBP, 789 A.2d at 68 ("A short-term hiccup in earnings should
        not suffice"; materiality must be "viewed from the longer-term
        perspective of a reasonable acquiror"). And, as to the claim
        that ADVO provided misleading forecasts, we are advised that
        the failure to achieve forecasts that were believed to be
        based on reasonable assumptions when made is not grounds for
        rescission. See In re IBP, 789 A.2d at 74.

    --  In addition, the $2.5 million in April-June 2006 intra-quarter
        accounting adjustments referred to above were caused by ADVO's
        transition to its new, $70 million, Oracle-based software
        system, known as SDR. SDR went live at the beginning of April,
        2006. Large IT projects such as SDR are well-known for their
        complexity and go-live implementation challenges. ADVO
        intentionally scheduled SDR's implementation for the beginning
        of the April-June fiscal quarter, so it could detect and
        correct any adjustments through its internal control process
        as part of its quarter-end closing. The SDR implementation
        process was fully disclosed to Valassis during due diligence.
        In fact, as Valassis knows, ADVO did not close its April
        monthly financial period until June due to SDR-related issues.

    --  Finally, Valassis' management's private concerns expressed to
        us regarding ADVO's future prospects are directly contrary to
        its public statements extolling the benefits of the business
        combination, even after ADVO had advised Valassis of its third
        quarter results. As Mr. Schultz said in the Valassis earnings
        call on July 27, 2006:

            "The combination provides unparalleled reach and scale for
            our customers and gives them the ability to see the needle
            move from a sales perspective. We clearly believe that the
            Valassis customer base will extend the reach of their
            current advertising campaigns by using ADVO's national
            shared mail footprint, providing the combined entity with
            high incremental margin potential."

    We note that counsel for ADVO in this transaction also served as
counsel to IBP in the litigation cited above. We are struck by the
similarity between our situation and the IBP situation, where the
buyer (Tyson) also came down with a case of "buyer's remorse" and
sought to avoid its contractual obligations to close. We are advised
that it took only two-and-a-half months for IBP to obtain a final
decree from the Delaware Court of Chancery requiring Tyson to close on
the parties' agreed-upon terms. In addition to suffering the public
embarrassment of losing the litigation, Tyson (as the acquiring
company) was in effect required to pay both sides' legal fees and it
lost valuable time that would have been better spent on integration of
the two companies.

    For Valassis to try to back out of its binding merger agreement
less than two months after it was signed, on such a flimsy factual
pretext in the face of compelling legal precedents on ADVO's side,
will raise substantial and lasting concerns among investors and the
financial community generally regarding the credibility and competence
of Valassis management. Unless Valassis' Board promptly reaffirms its
commitment to consummating the merger on the terms set forth in the
merger agreement, it will likely become necessary for ADVO to provide
supplemental disclosures to its stockholders under the federal proxy
rules regarding Valassis' apparent intention not to go forward with
the merger agreement, and to take whatever other steps are appropriate
to enforce ADVO's rights.

    We strongly believe that it is in the best interests of both
parties to work together to complete a successful business combination
of the two companies. The vision that Mr. Schultz articulated in his
initial March 29th letter to our board - of creating the clear leader
in the marketing services industry with a diversified platform with a
much broader customer base with multiple distribution channels - is as
valid today as it was in March. As his letter predicted, the synergy
opportunities are even greater than Valassis had initially identified
on its own; indeed, even greater than what Valassis expected at the
time the merger agreement was signed. ADVO stands ready to continue to
comply with its obligations under the merger agreement, and to discuss
with Valassis the timing for the closing that will meet the interests
and objectives of both parties.

                                                 Very truly yours,


/s/ S. Scott Harding                             /s/ John Mahoney
S. Scott Harding                                 John Mahoney
Chief Executive Officer                          Chairman of the Board


cc:     Board of Directors of ADVO, Inc.
        Al Schultz
        Amy S. Leder, Esq.

About ADVO

ADVO is the nation's leading direct mail media company, with annual revenues of nearly $1.4 billion. Serving 17,000 national, regional and local retailers, the company reaches 114 million households, more than 90% of the nation's homes, with its ShopWise(R) shared mail advertising.

The company's industry-leading targeting technology, coupled with its unparalleled logistics capabilities, enable retailers seeking superior return on investment to target, version and deliver their print advertising directly to consumers most likely to respond.

Demonstrating ADVO's effectiveness as a print medium, the company's "Have You Seen Me? (R)" missing child card, distributed with each ShopWise(R) package, is the most recognized mail in America. This signature public service program has been responsible for safely recovering 142 children. The program was created in partnership with the National Center for Missing & Exploited Children and the U.S. Postal Service in 1985.

ADVO employs 3,700 people at its 24 mail processing facilities, 33 sales offices and headquarters in Windsor, CT. The company can be visited online at www.ADVO.com.

CONTACT: ADVO, Inc. Investors Chris Hutter, 860-285-6424 or Media Pam Kueber, 860-298-5797 or Joele Frank, Wilkinson Brimmer Katcher Joele Frank / Eric Brielmann, 212-355-4449 -0- Sep/01/2006 12:47 GMT

Last Updated: September 1, 2006 08:47 EDT