RRD Confirms Receipt of Revised Proposal from Chatham Asset Management | National company


CHICAGO – (BUSINESS WIRE) – November 16, 2021–

On November 3, 2021, RR Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) announced that it had entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by affiliates of Atlas Holdings LLC (“Atlas”) for $ 8.52 per share in cash for each common share of RRD.

RRD today announced that it has received a proposal from Chatham Asset Management, LLC (“Chatham”) to acquire all of the outstanding shares of RRD not already held by Chatham for $ 9.10 per share in cash (the ” Revised proposal ”).

RRD’s board of directors, in accordance with its fiduciary obligations and in accordance with the terms of its merger agreement with Atlas, will carefully review and consider the revised proposal to determine the course of conduct it believes to be in the best interests of the company. company and shareholders of RRD. RRD shareholders do not need to take any action at this time and RRD’s board of directors has not yet taken a decision on the revised proposal.

Centerview Partners LLC serves as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP serves as legal advisor to RRD.

About RRD

RRD is one of the world’s leading providers of multi-channel business communication services and marketing solutions. With 30,000 customers and 33,000 employees in 28 countries, RRD offers the industry’s most comprehensive offering of solutions, designed to help businesses, from Main Street to Wall Street, optimize customer engagement and streamline business operations. throughout the customer journey. RRD offers a comprehensive portfolio of capabilities, experience and scale that enables organizations around the world to create, manage, deliver and optimize their marketing and corporate communications strategies.

Use of forward-looking statements

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by federal securities laws, including statements relating to the proposed acquisition of RR Donnelley & Sons Company (“RRD” ) by affiliates of Atlas Holdings LLC (the “Transaction”). These forward-looking statements are based on RRD’s current expectations, estimates and projections regarding, among other things, the expected closing date of the Transaction and the potential benefits thereof, its activities and industry, the beliefs of the Transaction. direction and certain assumptions made by RRD, all of which are subject to change. Forward-looking statements often contain words such as “expect”, “anticipate”, “intend”, “objectives”, “plan”, “believe”, “might”, “seek”, “see” “,” Will “,” “may”, “would”, “could”, “considered”, “potential”, “estimate”, “continue”, “likely”, “expect”, “target” or similar expressions or negatives of these words or other comparable expressions terminology that expresses uncertainty of future events or results. By their nature, forward-looking statements deal with matters that involve risks and uncertainties as they relate to events and depend on future circumstances that may or may not occur, such as the completion of the Transaction and the expected benefits thereof. -this. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in the forward-looking statements. Significant risk factors that could cause such a difference include (i) completion of the Transaction on schedule and terms, including obtaining required shareholder and regulatory approvals, and meeting other conditions. upon completion of the Transaction; (ii) significant transaction costs associated with the Transaction; (iii) potential disputes relating to the Transaction, including the effects of any outcome relating thereto; (iv) the risk that disruptions resulting from the Transaction adversely affect RRD’s business, including current plans and operations; (v) RRD’s ability to retain and hire key personnel; (vi) any undesirable effects or changes in business relations resulting from the announcement or completion of the Transaction; (vii) legislative, regulatory and economic developments affecting RRD’s activities; (viii) the evolution and general conditions of the economy and the market; (ix) changes in the legal, regulatory and tax regimes under which RRD operates; (x) potential business uncertainty, including changes in existing business relationships, during the term of the Transaction, which could affect RRD’s financial performance; (xi) certain restrictions during the duration of the Transaction which may affect RRD’s ability to pursue certain business opportunities or strategic transactions; (xii) the continued availability of capital and financing and the actions of rating agencies; (xiii) the ability of affiliates of Atlas Holdings LLC to obtain the necessary financing arrangements set out in letters of commitment received in connection with the Transaction; (xiv) the occurrence of any event, change or other circumstance which could result in termination of the Transaction, including in circumstances requiring RRD to pay a termination fee; (xv) the unpredictability and severity of catastrophic events, including acts of terrorism, the outbreak of war or hostilities or the COVID-19 pandemic, as well as RRD’s response to any of the factors aforementioned; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties relating to the activities of RRD, including those detailed under the heading “Risk Factors” and elsewhere in periodic public documents filed by RRD with the United States Securities and Exchange Commission (the “SEC “); and (xviii) the risks and uncertainties which will be described in the proxy circular which will be filed by RRD with the SEC in connection with the Transaction (the “Proxy Statement”) and available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be discussed in more detail in the Declaration of Proxy. Although the list of factors presented here is, and the list of factors to be presented in the proxy statement, considered representative, no such list should be taken as a complete statement of all potential risks and uncertainties. Factors not listed may present additional material barriers to making forward-looking statements. The consequences of material differences in results from those anticipated in forward-looking statements could include, among others, business interruption, operational problems, financial losses, legal liability to third parties and similar risks, all of which could. have a material impact on RRD’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date on which they are made, and RRD does not undertake and specifically disclaims any obligation to publish the results of any update or revision of these forward-looking statements that may be made to reflect future events. or circumstances subsequent to the date of such statements or to reflect the occurrence of anticipated or unforeseen events.

Important additional information and where to find it

This communication is made within the framework of the Transaction. In connection with the transaction, RRD intends to file the proxy and certain other documents relating to the transaction with the SEC. The final version of the proxy statement (if and when available) will be mailed to the shareholders of RRD. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and does not replace the proxy or any other document that RRD may file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND HOLDERS ARE INVITED TO READ THE PROXY STATEMENT (INCLUDING ANY CHANGES OR SUPPLEMENTS TO IT) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED OR WILL BE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR BECOMING AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ON THE TRANSACTION AND RELATED ISSUES. Investors and security holders can obtain free copies of the proxy (when available) and other documents that are filed or will be filed with the SEC by RRD through the website maintained by the SEC at the address www.sec.gov, Investor Relations section of RRD’s website at Investor.rrd.com or by contacting RRD’s Investor Relations department at:

Telephone: 630-322-7111

Email: Investor.info@rrd.com

Attention: Johan Nystedt

Participants in the call for tenders

RRD and certain of its directors, officers and other employees may be considered participants in the solicitation of proxies from the shareholders of RRD in connection with the Transaction. Additional information regarding the identity of the participants and their respective direct and indirect interests in the Transaction, by title or otherwise, will be set out in the proxy and other documents to be filed with the SEC in connection with the Transaction (if and when they become available). Information relating to the foregoing can also be found in RRD’s proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April 13, 2021 (the “Annual Meeting Proxy Statement “). To the extent that the holdings of securities of potential participants (or the identity of such participants) have changed since the information printed in the proxy statement for the annual meeting, such information has been or will be reflected on the change of ownership statements. RRD property on Forms 3 and 4 filed with the SEC. You can obtain free copies of these documents using the sources indicated above.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20211116006326/en/

CONTACT: Investor contact

Johan Nystedt, Senior Vice President, Finance

Telephone: 630-322-7111

Email: investor.info@rrd.com



SOURCE: RR Donnelley & Sons Company

Copyright Business Wire 2021.

PUB: 11/16/2021 4:15 p.m. / DISC: 11/16/2021 4:15 p.m.



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