RRD Confirms Receipt of Revised Proposal from Chatham Asset Management

R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that it has received a proposal from Chatham Asset Management, LLC (“Chatham”) to acquire all of the outstanding shares of RRD not already owned by Chatham for $10.25 per share in cash (the “Revised Chatham Proposal”).

The RRD Board of Directors (the “Board”), consistent with its fiduciary duties and in accordance with the terms of its definitive merger agreement with affiliates of Atlas Holdings LLC (“Atlas”), dated as of November 3, 2021 (the “Atlas Merger Agreement”), will carefully review and consider the Revised Chatham Proposal to determine the course of action that it believes is in the best interests of the Company and RRD shareholders. RRD shareholders do not need to take any action at this time and the Board has not yet made any determination with respect to the Revised Chatham Proposal.

As previously announced, RRD received an unsolicited proposal from Chatham on November 16, 2021 to acquire all of the outstanding shares of RRD not already owned by Chatham for $9.10 per share in cash (the “Chatham Proposal”), and thereafter the Company has been engaged in negotiations with Chatham regarding the terms and conditions of the Chatham Proposal. In addition, on November 27, 2021 and as part of its “go-shop” process, RRD received an “Alternative Acquisition Proposal” as defined in the Atlas Merger Agreement from a strategic party for $10.00 per share in cash, subject to other terms and conditions (the “Go-Shop Proposal”).

As previously announced, on November 28, 2021, the Board determined, in good faith after consultation with its outside financial advisor and legal counsel, that each of the Chatham Proposal and Go-Shop Proposal would reasonably be expected to lead to a “Superior Proposal” (as defined in the Atlas Merger Agreement), thereby making each of Chatham and such strategic party an “Excluded Party” under the terms of the Atlas Merger Agreement. At this time, the Board has not determined that the Revised Chatham Proposal or the Go-Shop Proposal constitutes a Superior Proposal, and there can be no assurances that a transaction will result from either proposal or that any alternative transaction will be entered into or consummated.

The Company remains subject to the Atlas Merger Agreement and is complying with the terms and conditions of the Atlas Merger Agreement, which remain in effect unless and until the Atlas Merger Agreement is terminated. Accordingly, subject to and as required by the Atlas Merger Agreement, the Board has not made a “Change of Recommendation” (as defined in the Atlas Merger Agreement), reaffirms its recommendation of the Atlas Merger Agreement and rejects all “Alternative Acquisition Agreements” (as defined in the Atlas Merger Agreement).

The Company does not intend to disclose developments with respect to this process unless and until it determines it is appropriate to do so, subject to the terms of the Atlas Merger Agreement.
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RRD Board Announces Expiration of “Go-Shop” Period and Qualification of “Excluded Parties”

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