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RRD provides an update on the unsolicited non-binding proposal from a ‘strategic party’

January 24, 2022  By PrintAction Staff

R.R. Donnelley & Sons Company received an update to the unsolicited non-binding “alternative acquisition proposal” from a strategic party.

On January 3, 2022, the strategic party had indicated to RRD that it was targeting January 21, 2022, for a submission of a binding proposal. In lieu of submitting a binding proposal, the strategic party delivered the non-binding updated strategic party proposal, which provides for the following, among other terms and conditions:

Value: Increases the offered price to $11.50 per share in cash. Previously, the offered price by the strategic party was $11.00 per share in cash.


Due diligence: States that the strategic party has substantially completed its financial, legal, tax and other due diligence on RRD and its business.

Committed financing and timing: Does not include committed debt and equity financing and states that the strategic party requires an additional three weeks to obtain committed financing (February 8, 2022).

Chatham-related covenants: Removes the previously included conditions to the execution of the proposed strategic party merger agreement that required Chatham to release and dismiss Chatham’s litigation and claims made against RRD, and to vote its shares of RRD common stock to approve the strategic party merger agreement.

Non-binding and conditional: The updated proposal remains non-binding and subject to certain terms and conditions.

At this time, the RRD board has not determined that the updated proposal constitutes a superior proposal. RRD expects to schedule a special meeting of stockholders for purposes of voting on the Chatham Merger Agreement and the transactions contemplated thereby on February 23, 2022.

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