RR Donnelley Stock Gains On Alternative Proposals; Company Sticks With Atlas Deal

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  • RR Donnelley & Sons Co RRD stated that the "go-shop" period outlined in the previously announced definitive merger agreement with affiliates of Atlas Holdings LLC, dated as of November 3, 2021, has expired.
  • Earlier this month, affiliates of Atlas agreed to acquire the company for $8.52 per share in cash.
  • RRD received an unsolicited proposal from Chatham Asset Management, LLC on November 16, 2021, for $9.10 per share in cash.
  • Additionally, on November 27, 2021, RRD received an alternative acquisition proposal from a strategic party for $10.00 per share in cash. 
  • On November 28, 2021, RRD's board made each of Chatham and strategic party an "Excluded Party" under the Atlas Merger Agreement.
  • Meanwhile, RRD's board has not determined that the Chatham Proposal or the Go-Shop Proposal constitutes a Superior Proposal.
  • RRD must pay a $20 million termination fee and expense reimbursement to Atlas if it terminates the Atlas Merger Agreement. Chatham has agreed to pay the termination fee to Atlas on RRD's behalf in such an event.
  • At this time, RRD has not made a "Change of Recommendation" and reaffirms its recommendation of the Atlas Merger Agreement and rejects all "Alternative Acquisition Agreements."
  • RRD does not intend to disclose developments concerning this process unless it determines it is appropriate to do so.
  • Price Action: RRD shares are trading higher by 11% at $10.31 on the last check Monday.
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