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RRD to Purchase Courier After Quad Agreement Terminated

RR Donnelley & Sons of Chicago signs an agreement to purchase book manufacturer Courier Corp., which terminated an earlier US$260 million merger agreement with Quad/Graphics.

On January 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics under which Quad/Graphics would acquire Courier in a cash and stock transaction with a total purchase price of $20.50 per share (equating to US$260 million).

Eleven days later, Courier received a purchase proposal from RR Donnelley (RRD) to acquire Courier for $23.00 per share in cash and RRD common stock. Courier provided Quad/Graphics with the opportunity to match the RRD proposal. Quad/Graphics declined to make any new proposal and ultimately received a US$10 million merger termination fee.

Just days before announcing the now-terminated merger, Quad/Graphics stated it planned to buy 20 or more HP inkjet web presses over the next three years. Quad stated the acquisition of Courier would accelerate this 3-year strategy to transform its book platform. Quad’s plans including putting five HP web presses this year, the first of which was to begin installation in January, with the other 15-plus presses to be installed in the remaining two-year period.

“After a careful evaluation process, the Courier board determined that the RR Donnelley transaction provides superior value to Courier shareholders and important benefits to our customers and employees,” said James F. Conway III, Courier’s Chairman, President and CEO.

Based on the closing trading price of RRD’s common stock (NASDAQ) on February 4, 2015, the merger represents a mix of approximately 49 percent cash and 51 percent stock. This equates to a total transaction value of approximately US$261 million, plus the assumption of Courier’s net debt and payout of outstanding equity awards.

The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval of Courier’s shareholders.