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R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) announced today that it has accepted a proposal from affiliates of Atlas Holdings LLC (“Atlas”) to increase the price per share of their pending acquisition of RRD to $10.35 per share in cash, and has entered into an amendment (the “Amendment”) to its previously announced definitive merger agreement with affiliates of Atlas, dated as of November 3, 2021 (the “Original Agreement” and, as amended, the “Amended Agreement”).
Under the terms of the Amended Agreement, RRD stockholders will receive $10.35 in cash for each share of common stock of the Company that they own, representing a premium of 21.5% over $8.52, the price per share of RRD common stock under the Original Agreement. The revised all-cash transaction is valued at a total enterprise value of approximately $2.2 billion and total equity value of approximately $856 million.
RRD and Atlas negotiated the Amendment following the previously announced determination by RRD’s Board of Directors (the “Board”) that an unsolicited proposal from Chatham Asset Management, LLC (“Chatham”) to acquire all of the common stock of the Company not already owned by Chatham and its affiliates for $10.25 per share in cash (the “Chatham Proposal”) constituted a “Superior Proposal” as defined in the Original Agreement. Pursuant to the Original Agreement, Atlas had the opportunity through December 7, 2021 (the “Negotiation Period”) to negotiate an amendment of the Original Agreement such that the Chatham Proposal would no longer constitute a Superior Proposal. RRD was not permitted to terminate the Original Agreement or enter into a definitive merger agreement with affiliates of Chatham during the Negotiation Period.
The Board, in consultation with its financial advisors and outside legal counsel, carefully reviewed the terms of the Chatham Proposal and the proposed Amendment and determined that, taking into account the revisions proposed in the Amendment, the Chatham Proposal no longer constituted a Superior Proposal and that entry into the Amendment was in the best interests of RRD and its stockholders. The Board unanimously approved the Amendment and recommends that RRD’s stockholders vote in favor of adopting the Amended Agreement.
The foregoing description of the Amendment is subject to, and is qualified in its entirety by reference to, the full terms of the Amendment, which RRD will be filing with the U.S. Securities and Exchange Commission (the “SEC”) on Form 8-K. References herein to terms of the Original Agreement are subject to, and are qualified by reference to, the full terms of the Original Agreement, which RRD filed with the SEC on Form 8-K on November 4, 2021. In the Amended Agreement, in consideration for the increased purchase price and additional expenses incurred in connection with the transaction, the expense reimbursement amount payable by RRD in connection with certain termination events has increased from $8,000,000, to $12,000,000 (such that, together with the termination fee of $20,000,000, the aggregate termination fee and expense reimbursement amount is $32,000,000 in such circumstances), and the expense reimbursement amount payable by RRD in the event RRD’s stockholders do not approve the transaction has increased from $10,000,000 to $12,148,000.