RRD Announces Results of Special Meeting of Stockholders

R.R. Donnelley & Sons Company (“RRD” or the “Company”) (NYSE: RRD) today held its virtual special meeting of stockholders (the “Special Meeting”) to consider two proposals relating to the previously announced Agreement and Plan of Merger, dated as of December 14, 2021, by and among Chatham Delta Parent, Inc. (“Parent”), Chatham Delta Acquisition Sub, Inc. (“Acquisition Sub”) and RRD (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Acquisition Sub will merge with and into RRD (the “Merger”), with RRD surviving the Merger as a direct or indirect wholly owned subsidiary of Parent.

The first proposal, to adopt the Merger Agreement, was approved by affirmative vote of a majority of the outstanding shares of RRD common stock entitled to vote thereon.

The second proposal, which was a non-binding, advisory proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the Merger, was approved by the affirmative vote of the holders of a majority of the shares of RRD common stock entitled to vote thereon and present or represented by proxy at the Special Meeting.

Under the terms of the Merger Agreement, an affiliate of Chatham Asset Management, LLC (“Chatham”) will acquire all of the RRD common stock not already owned by Chatham and its affiliates for $10.85 per share in cash. Approval by RRD’s stockholders satisfies one of the conditions necessary for completion of the transaction and, as previously disclosed, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. Accordingly, the parties expect the transaction to close on February 25, 2022. 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.

Full results of the vote will be reported on a Form 8-K that RRD will file with the U.S. Securities and Exchange Commission (the “SEC”). References herein to terms of the Merger Agreement are subject to, and are qualified by reference to, the full terms of the Merger Agreement, which RRD filed with the SEC on Form 8-K on December 17, 2021.
https://investor.rrd.com/news/news-details/2022/RRD-Announces-Results-of-Special-Meeting-of-Stockholders/default.aspx

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