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RRD accepts Chatham’s revised proposal


December 2, 2021
By PrintAction Staff

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R.R. Donnelley & Sons Company announced today that its board of directors unanimously determined an unsolicited proposal from Chatham Asset Management to acquire all of the common stock of the Company not already owned by Chatham and its affiliates for $10.25 per share in cash constitutes a “Superior Proposal,” as defined in the Company’s previously announced definitive merger agreement with affiliates of Atlas Holdings, dated November 3, 2021. Under the terms of the Atlas Merger Agreement, affiliates of Atlas have agreed to acquire the Company for $8.52 per share in cash.

RRD has notified Atlas that it intends to terminate the Atlas Merger Agreement for the purpose of entering into a definitive merger agreement with affiliates of Chatham. Pursuant to the Atlas Merger Agreement, Atlas has the opportunity through December 7, 2021, to negotiate an amendment of the Atlas Merger Agreement such that the Chatham Proposal would no longer constitute a Superior Proposal.

RRD intends, and is required under the Atlas Merger Agreement, to negotiate in good faith any adjustments or revisions to the terms and conditions of the Atlas Merger Agreement proposed by Atlas. RRD is not permitted to terminate the Atlas Merger Agreement or enter into a definitive merger agreement with affiliates of Chatham during the negotiation period.

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Under the Atlas Merger Agreement, the Company is required to pay a $20-million termination fee and expense reimbursement to Atlas if the Company terminates the Atlas Merger Agreement in order to enter into a definitive merger agreement with affiliates of Chatham.

Chatham has agreed to pay the termination fee and expense reimbursement to Atlas on the Company’s behalf in such event. Under the terms of the Chatham Proposal, the Company would be required to repay Chatham for such termination fee and expense reimbursement under certain circumstances in connection with a termination of the proposed definitive merger agreement with affiliates of Chatham.