Higher Offer, Change of Buyer for R.R. Donnelley

R.R. Donnelley & Sons' $2.1bn acquisition by Atlas Holdings is off, replaced by a $2.3bn deal with private investment firm Chatham Asset Management, which is a longstanding investor in the company.

RRD is a business communications services and marketing solutions provider, headquartered in Chicago and with some 33,000 employees spread across 28 countries. In February last year it launched In-Store Insights, a solution combining its expertise in shopper experience research, data science and analytics, in-store strategy and retail activations.

The firm announced today that it has terminated the Atlas agreement announced on 3rd November and amended on December 9th, and Atlas has waived its contractual opportunity so that the Chatham agreement no longer constitutes a 'Superior Proposal'. The new Chatham Merger Agreement has been unanimously approved by the RRD Board of Directors, and allows for an affiliate of Chatham to acquire the remaining c.85% of RRD common stock not already owned by the group, for $10.85 per share in cash - a premium of 4.8% over the $10.35 per share agreed with Atlas.

RRD President and CEO Dan Knotts (pictured) says the deal follows 'a robust and thorough process' and that he expects RRD under its new owners 'to remain an industry leading marketing and business communications company, with enhanced resources and flexibility, to effectively meet the evolving needs of our clients'. The acquirer said in a statement: 'As a longstanding, supportive investor in RRD, we are pleased to have reached this agreement with the Company. RRD possesses a strong portfolio of assets and capabilities, and we look forward to leveraging our deep understanding of its business, as well as our extensive experience in the print media and related industries, to drive long-term value for all stakeholders'.

The deal is expected to close in the first half of 2022, subject to conditions including RRD stockholder approval and receipt of regulatory approvals. Upon completion RRD will become a private company, no longer traded on the NYSE.

Web site: www.rrd.com .