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RRD board to accept Chatham’s unsolicited proposal to acquire shares at $10.85

R.R. Donnelley & Sons Company has announced its board of directors have unanimously determined 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 $10.85 per share in cash constitutes a “Superior Proposal,” as defined in the company’s previously announced definitive merger agreement with affiliates of Atlas Holdings. This is subject to the condition that Chatham agree to extend the deadline for the revised proposal until 9:05 a.m. CST on Friday, December 17, 2021. If Chatham refuses, the board will deem the revised proposal as withdrawn and incapable of being accepted by the company.

Under the terms of the amended agreement, affiliates of Atlas have agreed to acquire the company for $10.35 per share in cash.

“Today’s announcement is a testament to the robust process we have in place to maximize value for all stockholders,” said John C. Pope, board chair. “Our Board and management team remain committed to acting in the best interests of RRD and all its stockholders, and will continue to take actions to achieve this objective.”

RRD has notified Atlas of the board’s determination that the revised Chatham proposal constitutes a Superior Proposal and that RRD intends to terminate the amended agreement for the purpose of entering into a definitive merger agreement with affiliates of Chatham.

Pursuant to the amended agreement, Atlas has the contractual opportunity through December 16, 2021, to negotiate an amendment such that the revised Chatham proposal would no longer constitute a Superior Proposal.

RRD intends, and is required by the terms of the amended agreement, to negotiate in good faith any adjustments or revisions to the terms and conditions of the amended agreement proposed by Atlas.

RRD is contractually prohibited from terminating the amended agreement or entering into a definitive merger agreement with affiliates of Chatham during the negotiation period.