ADVO Responds to Valassis' Meritless Claims

ADVO, Inc. (NYSE:AD) today made the following statementin response to the misrepresentations and allegations Valassis(NYSE:VCI) made in the lawsuit it filed against ADVO in the DelawareChancery 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'sChief Executive Officer, and John Mahoney, Chairman of the ADVO Boardof 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 itsrepresentatives called ADVO and its representatives to advise themthat the Valassis Board had approved commencing litigation againstADVO later that afternoon unless ADVO would agree within one hour totwo demands: (1) to provide Valassis with full and unfettered accessto all ADVO personnel and documents, and (2) to enter into good faithnegotiations regarding the purchase price for the ADVO shares in themerger. This was the first time that Valassis had proposedrenegotiating the purchase price set forth in the definitive mergeragreement, and ADVO's Board of Directors promptly rejected thosedemands since Valassis remains obligated to acquire ADVO at the $37per share price that Valassis agreed to pay when it signed thedefinitive merger agreement last month.
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, withannual revenues of nearly $1.4 billion. Serving 17,000 national,regional and local retailers, the company reaches 114 millionhouseholds, more than 90% of the nation's homes, with its ShopWise(R)shared mail advertising.

The company's industry-leading targeting technology, coupled withits unparalleled logistics capabilities, enable retailers seekingsuperior return on investment to target, version and deliver theirprint advertising directly to consumers most likely to respond.

Demonstrating ADVO's effectiveness as a print medium, thecompany's "Have You Seen Me? (R)" missing child card, distributed witheach ShopWise(R) package, is the most recognized mail in America. Thissignature public service program has been responsible for safelyrecovering 142 children. The program was created in partnership withthe 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, 33sales offices and headquarters in Windsor, CT. The company can bevisited online at www.ADVO.com.