R.R. Donnelley & Sons Confirms Receipt Of Revised Proposal From Chatham

(RTTNews) - R.R. Donnelley & Sons Co. (RRD) confirmed Tuesday that it has received a revised proposal from Chatham Asset Management, LLC to acquire all of the outstanding shares of RRD not already owned by Chatham for $10.25 per share in cash.

RRD said its board, consistent with its fiduciary duties and in accordance with the terms of its definitive merger agreement with affiliates of Atlas Holdings LLC, dated as of November 3, 2021, will carefully review and consider the revised Chatham proposal to determine the course of action that it believes is in the best interests of the company and RRD shareholders.

RRD noted that its shareholders do not need to take any action at this time and the Board has not yet made any determination with respect to the revised Chatham Proposal.

RRD had received an unsolicited proposal from Chatham on November 16, 2021 to acquire all of the outstanding shares of RRD not already owned by Chatham for $9.10 per share in cash.

In addition, on November 27, 2021 and as part of its "go-shop" process, RRD received an "Alternative Acquisition Proposal" as defined in the Atlas Merger Agreement from a strategic party for $10.00 per share in cash.

On November 28, 2021, RRD board determined that each of the Chatham Proposal and Go-Shop Proposal would reasonably be expected to lead to a "Superior Proposal", thereby making each of Chatham and such strategic party an "Excluded Party" under the terms of the Atlas Merger Agreement. At this time, the Board has not determined that the Revised Chatham Proposal or the Go-Shop Proposal constitutes a Superior Proposal, and there can be no assurances that a transaction will result from either proposal or that any alternative transaction will be entered into or consummated.

RRD said it remains subject to the Atlas Merger Agreement and is complying with the terms and conditions of the Atlas Merger Agreement, which remain in effect unless and until the Atlas Merger Agreement is terminated.

RRD noted that its board has not made a "Change of Recommendation", reaffirms its recommendation of the Atlas Merger Agreement and rejects all "Alternative Acquisition Agreements".