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RRD receives a revised proposal from Chatham Asset Management

R.R. Donnelley & Sons Company receives a proposal from Chatham Asset Management to acquire all of the outstanding shares of RRD not already owned by Chatham for $10.25 per share in cash.

The RRD board, consistent with its fiduciary duties and in accordance with the terms of its November 3, 2021, definitive merger agreement with affiliates of Atlas Holdings, will review and consider the revised Chatham proposal to determine the course of action that it believes is in the best interests of the company and RRD shareholders.

RRD shareholders do not need to take any action at this time and the board has not yet made any determination with respect to the revised proposal.

As previously announced, RRD received an unsolicited proposal from Chatham on November 16, 2021, to acquire all of the outstanding shares of RRD not already owned by Chatham for $9.10 per share in cash, and thereafter the company has been engaged in negotiations with Chatham regarding the terms and conditions of the proposal. Additionally, on November 27, 2021, and as part of its “go-shop” process, RRD received an alternative acquisition proposal from a strategic party for $10 per share in cash, subject to other terms and conditions.

On November 28, 2021, the board determined, in good faith after consultation with its outside financial advisor and legal counsel, that both the proposals would reasonably be expected to lead to a “superior proposal” (as defined in the Atlas merger agreement), thereby making each of Chatham and such strategic party an “excluded party” under the terms of the Atlas Merger Agreement.

At this time, the Board has not determined that the revised Chatham proposal or the alternative acquisition proposal constitutes a superior proposal, and there can be no assurances that a transaction will result from either proposal or that any alternative transaction will be entered into or consummated.

The company remains subject to the Atlas merger agreement and is complying with its terms and conditions, which remain in effect unless and until the agreement is terminated. Accordingly, subject to and as required by the merger agreement, the board has not made a “Change of Recommendation” (as defined in the agreement), reaffirms its recommendation of the agreement and rejects all “alternative acquisition agreements” (as defined in the Atlas Merger Agreement).