R. R. Donnelley To Acquire Courier In Cash, Stock Deal - Quick Facts

(RTTNews) - R. R. Donnelley & Sons Co. (RRD) and Courier Corp. (CRRC) said they have signed a definitive agreement for RR Donnelley to acquire Courier, a digital printing, publishing and content management firm specializing in educational, religious and trade books. The agreement has been approved by each company's Board of Directors.

Under the terms of the transaction, Courier's shareholders will have the option to elect to receive either $23.00 in cash or 1.3756 RR Donnelley common shares for each of their outstanding shares.

Such elections are subject to pro ration so that a total of 8.0 million shares of RR Donnelley common stock will be issued in the merger.

Based on the closing trading price of RR Donnelley's common stock on the NASDAQ on February 4, the merger consideration represents a mix of approximately 49 percent cash and 51 percent stock, and a total transaction value of approximately $261 million, plus the assumption of Courier's net debt and payout of outstanding equity awards.

The acquisition is expected to be both deleveraging and accretive to RR Donnelley's non-GAAP earnings per share within 12 months following the closing of the deal, which is expected to occur in the second half of 2015.