12.09.21
R.R. Donnelley & Sons Company (RRD) announced that it has accepted a proposal from affiliates of Atlas Holdings LLC 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 to its previously announced definitive merger agreement with affiliates of Atlas, dated as of Nov. 3, 2021.
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 de-termination by RRD’s Board of Directors that an unsolicited proposal from Chatham Asset Management, LLC 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 constituted a “Superior Proposal” as defined in the original agreement.
Pursuant to the original agreement, Atlas had the opportunity through Dec. 7, 2021 to negotiate an amendment of the original agreement such that the Chatham Proposal would no longer constitute a Superior Proposal.
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.
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 de-termination by RRD’s Board of Directors that an unsolicited proposal from Chatham Asset Management, LLC 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 constituted a “Superior Proposal” as defined in the original agreement.
Pursuant to the original agreement, Atlas had the opportunity through Dec. 7, 2021 to negotiate an amendment of the original agreement such that the Chatham Proposal would no longer constitute a Superior Proposal.
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.