R.R. Donnelley & Sons Receives $11.00/shr Buy-out Proposal From Strategic Party

(RTTNews) - R.R. Donnelley & Sons Co. (RRD) said that it received an unsolicited non-binding "Alternative Acquisition Proposal" from a strategic party to acquire all of the outstanding shares of RRD's common stock for $11.00 per share in cash.

Under the terms of the Chatham Merger Agreement, affiliates of Chatham have agreed to acquire the company for $10.85 per share in cash. As previously announced, on November 27, 2021, RRD had received a non-binding proposal from the Strategic Party to acquire all of the outstanding shares of RRD's common stock for $10.00 per share in cash.

On December 29, 2021, R.R. Donnelley & Sons determined that the Strategic Party Proposal would reasonably be expected to lead to a "Superior Proposal" as defined in the Chatham Merger Agreement. At this time, the Board has not determined that the Strategic Party Proposal constitutes a Superior Proposal, and there can be no assurances that a transaction will result from the Strategic Party Proposal or that any alternative transaction will be entered into or consummated.

RRD today also confirmed receipt of a letter from Chatham regarding the Strategic Party Proposal. In the Chatham Letter, Chatham stated its belief that the strategic party proposal does not constitute, and would not reasonably be expected to lead to, a Superior Proposal, and that it is Chatham's belief that a conclusion otherwise by the Board would be a breach of the company's obligations under the Chatham Merger Agreement.

Chatham also stated in the Chatham Letter its belief that the Company is not permitted to engage in negotiations or discussions with, or to furnish nonpublic information or data to, the Strategic Party.

Under the Chatham Merger Agreement, R.R. Donnelley & Sons is required to pay a $12 million expense reimbursement to Chatham if the Company terminates the Chatham Merger Agreement in order to enter into a definitive merger agreement with respect to the Strategic Party Proposal. In addition, the company would be required to reimburse Chatham for the $20 million payment previously made by Chatham to cover the termination fee due under the Company's now-terminated definitive merger agreement with affiliates of Atlas Holdings LLC.

In the Strategic Party Proposal, the Strategic Party has stated it would agree to pay both the Expense Reimbursement and the Atlas Termination Fee Refund to Chatham on the Company's behalf in such event.

At this time, R.R. Donnelley said it remains subject to the Chatham Merger Agreement and is complying with the terms and conditions of the Chatham Merger Agreement, which remain in effect unless and until the Chatham Merger Agreement is terminated. Accordingly, the Board has not made a "Change of Recommendation", reaffirms its recommendation of the Chatham Merger Agreement and rejects all "Alternative Acquisition Agreements".