R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that the unsolicited non-binding and conditional “Alternative Acquisition Proposal” (as defined in the Company’s previously announced definitive merger agreement with affiliates of Chatham Asset Management, LLC (“Chatham”), dated as of December 14, 2021 (the “Chatham Merger Agreement”)) from a strategic party (the “Strategic Party”) to acquire all of the outstanding shares of RRD’s common stock for $11.50 per share in cash has been withdrawn. The Strategic Party did not provide specific reasons for its withdrawal.
The Company remains subject to the Chatham Merger Agreement, pursuant to which Chatham will acquire all of the RRD common stock not already owned by affiliates of Chatham for $10.85 per share in cash.
As previously announced, the Company has scheduled the special meeting of stockholders for purposes of voting on the Chatham Merger Agreement and the transactions contemplated thereby for February 23, 2022. The Chatham Merger Agreement has been unanimously approved by the RRD Board of Directors and the Board again reaffirms its recommendation that stockholders vote for the Chatham Merger Agreement and the transactions contemplated thereby. The Company urges stockholders to vote their shares today to approve the Chatham Merger Agreement and the transactions contemplated thereby at the Company’s upcoming special meeting.
The Chatham transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the approval of RRD stockholders.
The foregoing description of the Chatham Merger Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Chatham Merger Agreement, which RRD has filed on Form 8-K.