RRD to Be Acquired by Atlas for $8.52 Per Share in Cash

R.R. Donnelley & Sons Company (“RRD”) has announced that it has entered into a definitive merger agreement to be acquired by affiliates of Atlas Holdings LLC (“Atlas”), which operates a global family of manufacturing and distribution businesses, in an all-cash transaction with a total enterprise value of approximately $2.1 billion.

The merger agreement has been unanimously approved by RRD’s board of directors. Under the terms of the merger agreement, Atlas will acquire all of the outstanding shares of RRD common stock, and RRD stockholders will receive $8.52 per share in cash for each share of RRD common stock. The purchase price represents a premium of approximately 29.1 percent over RRD’s closing price on November 2, 2021, approximately 72.8 percent over RRD’s closing share price on October 11, 2021, the last trading day prior to the announcement of a non-binding offer by Chatham Asset Management, LLC, and a premium of approximately 64.1 percent over RRD’s 60-day volume weighted average price for the period ended Oct. 11, 2021.

“The RRD board regularly reviews the Company’s strategic priorities, and today’s announcement is a culmination of a thorough, multi-year process to maximize value for RRD stockholders,” says John Pope, RRD chairman of the board of directors. “After a careful and thorough analysis, the RRD board believes that this transaction, which delivers an immediate premium and certain cash value, is in the best interest of RRD and our stockholders. We look forward to working with Atlas to complete this value enhancing transaction.”

“Today’s announcement represents an exciting next phase of RRD’s journey,” says Dan Knotts, RRD president and CEO. “This transaction is truly a testament to our talented employees, whose passion for and dedication to serving our clients has helped build our company into the industry leading marketing and business communications company we are today. Under our new ownership structure, they will have access to even more career building opportunities in the future.”

“We are excited to have reached this agreement to acquire R.R. Donnelley and Sons, an iconic name in the business communications, marketing and printing industries. Atlas is a trusted partner for businesses that have both a demonstrated record of innovation and customer service and, at the same time, clear opportunities for continued growth. That is precisely what we see in RRD. We look forward to working with RRD’s talented and experienced team and welcoming RRD’s associates into the Atlas Family,” saysTim Fazio, Atlas co-founder and managing partner.

“With RRD’s robust portfolio of capabilities, we believe Atlas’ reputation for operational excellence will build upon RRD’s leading position across marketing solutions and business services,” says Michael Sher, Atlas partner.

“We look forward to completing this transaction and beginning an exciting new chapter for this storied business,” adds Neil Mahajan, Atlas partner.

Certain Terms, Approvals, and Timing

Atlas intends to finance the transaction through a combination of committed equity financing provided by affiliates of Atlas as well as debt financing that has been committed to by JPMorgan Chase Bank, N.A. and Macquarie Capital. The transaction is not subject to a financing condition.

Under the terms of the merger agreement, RRD may solicit additional acquisition proposals from third parties for a period of 25 calendar days from the signing of the merger agreement. In accordance with the merger agreement, RRD’s board of directors, with the assistance of its advisors, intends to solicit acquisition proposals during this period. RRD advises that there can be no assurances that the solicitation process will result in any acquisition proposals or any alternative transaction. RRD does not intend to disclose developments with respect to this solicitation process unless and until it determines it is appropriate to do so, subject to the terms of the merger agreement.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, including approval by RRD stockholders and receipt of regulatory approvals. Upon completion of the transaction, RRD’s shares will no longer trade on The New York Stock Exchange and RRD will become a private company.

The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the merger agreement, which RRD will be filing on Form 8-K.

Third Quarter Conference Call and Guidance Update

RRD today announced its third quarter financial results, which are available on the Investors section of the RRD website. RRD will host a conference call to discuss the acquisition along with its third quarter results on Wednesday, November 3, 2021 at 11:00 am Eastern Time (10:00 am Central Time). Participants must register in advance in order to either join the webcast or request the dial-in-information to join by telephone. Registration links for both the webcast and the telephone options are available on the Events & Presentations page of the Investor Relations website. For those unable to join live, a replay of the webcast will be available until January 31, 2022 under the Past Events section of the Investor Relations website. A slide presentation will be available on the Investors section of the RRD web site at www.rrd.com or by clicking through this link.

In addition, the Company is withdrawing the previous financial guidance and has suspended any further updates as a result of the pending transaction.

Advisors

Centerview Partners LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to RRD.

Macquarie Capital is serving as financial advisor and Willkie Farr & Gallagher LLP is serving as legal advisor to Atlas.