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RRD board accepts revised proposal from Atlas at $10.35 per share in cash

R.R. Donnelley & Sons Company accepts a proposal from affiliates of Atlas Holdings LLC to increase the price per share of their pending acquisition of RRD to $10.35 per share in cash, and has entered into an amendment to its previously announced definitive merger agreement with affiliates of Atlas, dated as of November 3, 2021.

Under the terms of the amended agreement, RRD stockholders will receive $10.35 in cash for each share of common stock of the company that they own, representing a premium of 21.5 per cent over $8.52, the price per share of RRD common stock under the original agreement. The revised all-cash transaction is valued at a total enterprise value of approximately $2.2 billion and total equity value of approximately $856 million.

RRD and Atlas negotiated the amendment following the previously announced determination by RRD’s board of directors that 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 constituted a “Superior Proposal,” as defined in the original agreement. Pursuant to the original agreement, Atlas had the opportunity through December 7, 2021, to negotiate an amendment of the original agreement such that the Chatham Proposal would no longer constitute a Superior Proposal. RRD was not permitted to terminate the original agreement or enter into a definitive merger agreement with affiliates of Chatham during the Negotiation Period.

The board, in consultation with its financial advisors and outside legal counsel determined that the Chatham proposal no longer constituted a Superior Proposal and that entry into the amendment was in the best interests of RRD and its stockholders. The board unanimously approved the amendment and recommends that RRD’s stockholders vote in favour of adopting the amended agreement.