RRD to be Acquired by Chatham Asset Management for $10.85 Per Share in Cash

R.R. Donnelley & Sons Company (RRD) announced that it has entered into a definitive merger agreement to be acquired by affiliates of Chatham Asset Management, LLC, a leading private investment firm, in an all-cash transaction with a total enterprise value of approximately $2.3 billion and total equity value of approximately $897 million.

RRD also announced that it has terminated its previously announced merger agreement with affiliates of Atlas Holdings LLC, dated Nov. 3, 2021 (as amended on Dec. 9, 2021, pursuant to which affiliates of Atlas had agreed to acquire RRD for $10.35 per share in cash.

The termination of the amended Atlas merger agreement follows the decision by Atlas to waive its contractual opportunity through Dec. 16, 2021 to negotiate an amendment of the agreement such that the transaction contemplated by the Chatham merger agreement would no longer constitute a “Superior Proposal” as defined in the amended Atlas merger agreement.

The Chatham merger agreement has been unanimously approved by the RRD Board of Directors. Under the terms of the agreement, an affiliate of Chatham will acquire all of the RRD common stock not already owned by affiliates of Chatham for $10.85 per share in cash. The purchase price represents a premium of 4.8% over $10.35, the price per share of RRD common stock under the amended Atlas merger agreement.

“This transaction, which follows a robust and thorough process, is a recognition of the enormous value created by our talented employees, whose passion and dedication to the success of RRD and our clients has enabled us to achieve this important milestone,” said Dan Knotts, RRD president and CEO. “Under Chatham’s ownership, I expect that RRD will remain an industry leading marketing and business communications company, with enhanced resources and flexibility, to effectively meet the evolving needs of our clients.”

“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 for-ward 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,” said Chatham.

The Chatham transaction is expected to close in the first half of 2022, subject to customary closing conditions, including the approval of RRD stockholders and receipt of regulatory approvals.

Upon completion of the Chatham transaction, RRD’s shares will no longer trade on the New York Stock Exchange, and RRD will become a private company.