Board Determines Proposal Would Reasonably
Be Expected to Lead to a “Superior Proposal”
R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the
“Company”) announced today the receipt of an unsolicited
non-binding “Alternative Acquisition Proposal” as defined in its
previously announced definitive merger agreement with affiliates of
Chatham Asset Management, LLC (“Chatham”), dated as of December 14,
2021 (the “Chatham Merger Agreement”), from a strategic party (the
“Strategic Party”) to acquire all of the outstanding shares of
RRD’s common stock for $11.00 per share in cash, subject to other
terms and conditions (the “Strategic Party Proposal”). Under the
terms of the Chatham Merger Agreement, affiliates of Chatham have
agreed to acquire the Company for $10.85 per share in cash. As
previously announced, on November 27, 2021, RRD had received a
non-binding proposal from the Strategic Party to acquire all of the
outstanding shares of RRD’s common stock for $10.00 per share in
cash, subject to other terms and conditions.
On December 29, 2021, the Board of Directors of the Company (the
“Board”) determined, in good faith after consultation with its
outside financial advisor and legal counsel, that the Strategic
Party Proposal would reasonably be expected to lead to a “Superior
Proposal” (as defined in the Chatham Merger Agreement). At this
time, the Board has not determined that the Strategic Party
Proposal constitutes a Superior Proposal, and there can be no
assurances that a transaction will result from the Strategic Party
Proposal or that any alternative transaction will be entered into
or consummated.
RRD today also confirmed receipt of a letter from Chatham (the
“Chatham Letter”) regarding the Strategic Party Proposal, which had
previously been shared with Chatham as required by the Chatham
Merger Agreement. In the Chatham Letter, Chatham stated its belief
that the Strategic Party Proposal does not constitute, and would
not reasonably be expected to lead to, a Superior Proposal, and
that it is Chatham’s belief that a conclusion otherwise by the
Board would be a breach of the Company’s obligations under the
Chatham Merger Agreement. Chatham further stated in the Chatham
Letter its belief that the Company is not permitted to engage in
negotiations or discussions with, or to furnish nonpublic
information or data to, the Strategic Party.
Under the Chatham Merger Agreement, the Company is required to
pay a $12 million expense reimbursement to Chatham (the “Expense
Reimbursement”) if the Company terminates the Chatham Merger
Agreement in order to enter into a definitive merger agreement with
respect to the Strategic Party Proposal. In addition, the Company
would be required to reimburse Chatham for the $20 million payment
previously made by Chatham to cover the termination fee due under
the Company’s now-terminated definitive merger agreement with
affiliates of Atlas Holdings LLC (the “Atlas Termination Fee
Refund”). In the Strategic Party Proposal, the Strategic Party has
stated it would agree to pay both the Expense Reimbursement and the
Atlas Termination Fee Refund to Chatham on the Company’s behalf in
such event.
At this time, the Company remains subject to the Chatham Merger
Agreement and is complying with the terms and conditions of the
Chatham Merger Agreement, which remain in effect unless and until
the Chatham Merger Agreement is terminated. Accordingly, subject to
and as required by the Chatham Merger Agreement, the Board has not
made a “Change of Recommendation” (as defined in the Chatham Merger
Agreement), reaffirms its recommendation of the Chatham Merger
Agreement and rejects all “Alternative Acquisition Agreements” (as
defined in the Chatham Merger Agreement). In addition, as required
by the Chatham Merger Agreement, the Company will file a
preliminary proxy statement in respect of the transactions
contemplated by the Chatham 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 Chatham Merger
Agreement.
The foregoing description of the Chatham Merger Agreement and
the transactions contemplated thereby is subject to, and is
qualified in its entirety by reference to, the full terms of the
Chatham Merger Agreement, which RRD has filed on Form 8-K.
Centerview Partners LLC is serving as financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to RRD.
About RRD
RRD is a leading global provider of multichannel business
communications services and marketing solutions. With 30,000
clients and 33,000 employees across 28 countries, RRD offers the
industry’s most comprehensive offering of solutions designed to
help companies—from Main Street to Wall Street—optimize customer
engagement and streamline business operations across the complete
customer journey. RRD offers a comprehensive portfolio of
capabilities, experience and scale that enables organizations
around the world to create, manage, deliver, and optimize their
marketing and business communications strategies.
Use of Forward-Looking Statements
This communication includes certain “forward-looking statements”
within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the
proposed acquisition of RRD by affiliates of Chatham (the
“Transaction”). These forward-looking statements are based on RRD’s
current expectations, estimates and projections regarding, among
other things, the expected date of closing of the Transaction and
the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by RRD, all of
which are subject to change. Forward-looking statements often
contain words such as “expect,” “anticipate,” “intend,” “aims,”
“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “considered,” “potential,” “estimate,” “continue,”
“likely,” “target” or similar expressions or the negatives of these
words or other comparable terminology that convey uncertainty of
future events or outcomes. By their nature, forward-looking
statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances
that may or may not occur, such as the consummation of the
Transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include (i) impediments to the completion
of the Transaction on anticipated terms and timing, including
obtaining required stockholder and regulatory approvals and the
satisfaction of other conditions to the completion of the
Transaction; (ii) significant transaction costs associated with the
Transaction; (iii) potential litigation relating to the
Transaction, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Transaction will harm RRD’s
business, including current plans and operations; (v) the ability
of RRD to retain and hire key personnel; (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transaction; (vii) legislative,
regulatory and economic developments affecting RRD’s business;
(viii) general economic and market developments and conditions;
(ix) the evolving legal, regulatory and tax regimes under which RRD
operates; (x) potential business uncertainty, including changes to
existing business relationships, during the pendency of the
Transaction that could affect RRD’s financial performance; (xi)
certain restrictions during the pendency of the Transaction that
may impact RRD’s ability to pursue certain business opportunities
or strategic transactions; (xii) continued availability of capital
and financing and rating agency actions; (xiii) the ability of
affiliates of Chatham to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the Transaction; (xiv) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Transaction, including in circumstances
requiring RRD to pay expense reimbursements to affiliates of
Chatham under the Chatham Merger Agreement; (xv) unpredictability
and severity of catastrophic events, including acts of terrorism,
outbreak of war or hostilities, civil unrest, adverse climate or
weather events or the COVID-19 pandemic or other public health
emergencies, as well as RRD’s response to any of the aforementioned
factors; (xvi) competitive responses to the Transaction; (xvii) the
risks and uncertainties pertaining to RRD’s business, including
those detailed under the heading “Risk Factors” and elsewhere in
RRD’s public filings with the U.S. Securities and Exchange
Commission (the “SEC”); and (xviii) the risks and uncertainties
that will be described in the proxy statement, which will be
available from the sources indicated below, that RRD intends to
file in connection with the Transaction (the “Proxy Statement”).
These risks, as well as other risks associated with the
Transaction, will be more fully discussed in the Proxy Statement.
While the list of factors presented here is, and the list of
factors to be presented in the Proxy Statement will be, considered
representative, no such list should be considered to be a complete
statement of all risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
impact on RRD’s financial condition, results of operations, credit
rating or liquidity or ability to consummate the Transaction. These
forward-looking statements speak only as of the date they are made,
and RRD does not undertake to and disclaims any obligation to
publicly release the results of any updates or revisions to these
forward-looking statements that may be made to reflect future
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
This communication is being made in connection with the
Transaction. In connection with the Transaction, RRD intends to
file the Proxy Statement and certain other documents regarding the
Transaction with the SEC. The definitive Proxy Statement (if and
when available) will be mailed to RRD stockholders. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and stockholders may obtain, free of charge, copies of
the Proxy Statement and other relevant documents filed with the SEC
by RRD, once such documents have been filed with the SEC, through
the website maintained by the SEC at www.sec.gov, through RRD’s investor relations
website at investor.rrd.com or by
contacting the RRD investor relations department at the
following:
Telephone: 630-322-7111 E-mail: investor.info@rrd.com Attn.:
Johan Nystedt
Participants in the Solicitation
RRD and its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
RRD stockholders in connection with the Transaction. Information
about RRD’s directors and executive officers can be found under
“Board of Directors” and “Executive Leadership Team” in the
Governance section of RRD’s investor relations website at
investor.rrd.com, in RRD’s proxy
statement for its 2021 annual meeting of stockholders, filed with
the SEC on April 13, 2021, in RRD’s Annual Report on Form 10‑K for
the fiscal year ended December 31, 2020, filed with the SEC on
February 24, 2021, in RRD’s Current Reports on Form 8-K filed with
the SEC on May 24, 2021, June 2, 2021 and July 30, 2021 and in
Forms 3, 4 and 5 filed by such persons with the SEC. Additional
information regarding the identity of the participants and their
direct and indirect interests in the Transaction, by security
holdings or otherwise, will be set forth in the Proxy Statement and
other materials to be filed by RRD with the SEC in connection with
the Transaction. You may obtain free copies of the Proxy Statement
and those other materials and the other SEC filings described in
this paragraph through the website maintained by the SEC at
www.sec.gov or through RRD’s investor
relations website at investor.rrd.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211229005410/en/
Investor Contact Johan Nystedt, Senior Vice President,
Finance Telephone: 630-322-7111 E-mail: investor.info@rrd.com
Grafico Azioni RR Donnelley and Sons (NYSE:RRD)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni RR Donnelley and Sons (NYSE:RRD)
Storico
Da Giu 2023 a Giu 2024