RR Donnelley to Acquire Banta Corporation for $1.3 Billion In Cash
October 31 2006 - 7:15PM
PR Newswire (US)
Combination Will Expand RR Donnelley's Printing, Digital Imaging,
Content Management and Outsourcing Solutions Platform CHICAGO, and
MENASHA, Wis., Oct. 31 /PRNewswire-FirstCall/ -- R.R. Donnelley
& Sons Company (NYSE:RRD) and Banta Corporation (NYSE:BN)
jointly announced today that they have signed a definitive
agreement pursuant to which RR Donnelley will acquire Banta, a
provider of printing, supply chain management and related services.
The all-cash deal is valued at approximately $1.3 billion, or
$36.50 per share after the special dividend of $16.00 per share
already declared by Banta. The agreement has been unanimously
approved by the Boards of Directors of both companies and is
expected to close in the first quarter of 2007. The acquisition is
expected to be accretive to RR Donnelley's earnings in the first
full year after the closing of the transaction and is subject to
customary closing conditions, including regulatory approval and
approval of Banta shareholders. The combination will enable RR
Donnelley to expand the range of products and services it offers
customers, while at the same time enhancing its services to the
magazine, catalog, book and direct marketing segments. Banta, with
operations in the United States, Europe and Asia, will
significantly enhance RR Donnelley's geographic footprint and
create opportunities for additional scale in locations where RR
Donnelley is already present. Banta, headquartered in Menasha,
Wisconsin, has annual revenues of approximately $1.5 billion and
provides comprehensive printing and digital imaging solutions to
leading publishers and direct marketers, including advanced digital
content management and e-business services. Banta also provides a
wide range of procurement management and other outsourcing
capabilities to the world's largest technology companies. "Banta is
an exceptional fit with RR Donnelley," said Mark A. Angelson, RR
Donnelley's Chief Executive Officer. "This combination will create
immediate cross-selling opportunities with our blue-chip customers
as well as offer substantial synergies in our procurement,
manufacturing and services operations. We are delighted to have the
opportunity to better serve our customers by expanding the
flexibility of our combined global manufacturing and service
platforms. The addition of Banta furthers our goal of increasing
long-term shareholder value and we look forward to maximizing the
benefits for our customers, employees and investors." "RR
Donnelley's innovative, customer-centered approach, broad product
and service mix and emphasis on developing value-added solutions
mirrors Banta's," said Stephanie A. Streeter, Banta's Chairman and
Chief Executive Officer. "Joining these two highly successful,
complementary companies will result in a combined organization that
creates new and exciting opportunities for our customers and
employees moving forward. Together, the companies will offer
enhanced capabilities and an increased array of options to our
customers and I look forward to working closely with RR Donnelley's
management to ensure a smooth transition." John Paloian, RR
Donnelley Group President, Publishing & Retail Services, added,
"Our publishing, catalog and direct marketing customers, in
particular, will benefit from combined resources that will allow us
to craft even more innovative and responsive solutions. From
digital prepress capabilities through sophisticated logistics, our
enhanced flexibility will allow us to address our customers' needs
more quickly for cost-effective and compelling communications."
Also, today RR Donnelley reaffirmed its previously announced 2006
full year non-GAAP net earnings per diluted share from continuing
operations earnings guidance to be in the range of $2.45 to $2.50,
but trending toward the high end of the range. GAAP net earnings
per diluted share from continuing operations in 2006 may include
restructuring, impairment and integration charges, the resolution
of certain tax items and other items that are not currently
determinable, but may be significant. For that reason, the company
is unable to provide full-year GAAP net earnings estimates at this
time. Goldman, Sachs & Co. served as financial advisor to RR
Donnelley and Sullivan & Cromwell LLP provided legal counsel.
UBS Securities LLC served as financial advisor to Banta and Foley
& Lardner LLP provided legal counsel. A conference call and
simultaneous webcast to discuss the transaction will be held on
Wednesday, November 1, 2006 at 9:00 a.m. Eastern Time (8:00 a.m.
Central Time). The live webcast will be accessible on both RR
Donnelley's web site: http://www.rrdonnelley.com/ and Banta's web
site: http://www.banta.com/ . Individuals wishing to participate
can join the conference call by dialing (800) 632-2975 (toll-free
domestic); passcode: 8068896. A webcast replay will be archived on
both Companies' web sites for 30 days after the call. In addition,
a telephonic replay of the call will be available for seven days at
(877) 519-4471 (toll-free domestic); passcode: 8068896. RR
Donnelley also will host a conference call and simultaneous webcast
to discuss its third-quarter results on Tuesday, November 7, 2006,
at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The live
webcast will be accessible on RR Donnelley's web site:
http://www.rrdonnelley.com/ . Individuals wishing to participate
can join the conference call by dialing (800) 657-1263 (toll-free
domestic); passcode: 8068924. A webcast replay will be archived on
the Company's web site for 30 days after the call. In addition, a
telephonic replay of the call will be available for seven days at
(877) 519-4471; passcode: 8068924. The previously scheduled
investor meeting has been postponed. About RR Donnelley RR
Donnelley (NYSE:RRD) is the world's premier full-service provider
of print and related services, including document-based business
process outsourcing. Founded more than 140 years ago, the company
provides solutions in commercial printing, direct mail, financial
printing, print fulfillment, labels, forms, logistics, call
centers, transactional print-and-mail, print management, online
services, digital photography, color services, and content and
database management to customers in the publishing, healthcare,
advertising, retail, technology, financial services and many other
industries. The largest companies in the world and others rely on
RR Donnelley's scale, scope and insight through a comprehensive
range of online tools, variable printing services and
market-specific solutions. For more information, visit the
company's web site at http://www.rrdonnelley.com/ . About Banta
Corporation Banta Corporation is a technology and market leader in
printing and supply-chain management services. Its integrated
approach provides a comprehensive combination of printing, binding
and digital imaging solutions to leading publishers and direct
marketers. Banta excels at helping customers find unique solutions
to the complex challenges of getting their products and
communications to market. Banta focuses on five printing services
segments: books, special-interest magazines, catalogs, direct
marketing and literature management. Banta's global supply-chain
management business provides a wide range of outsourcing
capabilities to some of the world's largest companies. Services
range from materials sourcing, product configuration and customized
kitting, to order fulfillment and global distribution. For more
information, visit the company's web site at http://www.banta.com/
. Use of Forward-Looking Statements This news release may contain
"forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements and any
such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date of this news
release and are based on current expectations and involve a number
of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements.
Such factors include, among others, unanticipated issues associated
with obtaining approvals to complete the transaction or other
unexpected issues that could impact the closing of the deal.
Readers are strongly encouraged to read the full cautionary
statements contained in each of RR Donnelley's and Banta's filings
with the SEC. Both RR Donnelley and Banta disclaim any obligation
to update or revise any forward- looking statements. Additional
Information In connection with the proposed combination described
above (the "Merger"), Banta will file with the Securities and
Exchange Commission (the "SEC"), and will furnish to its
shareholders, a proxy statement. Banta shareholders are advised to
read the proxy statement when it is finalized and distributed,
because it will contain important information about the proposed
Merger. Shareholders will be able to obtain, free of charge, a copy
of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC's website at
http://www.sec.gov/ . Shareholders will also be able to obtain a
free copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to Banta
Corporation, 225 Main Street, Menasha, Wisconsin 54952, Attention:
Corporate Secretary, telephone (920) 751-7777, or from the
Company's website, http://www.banta.com/ . Banta and certain of its
directors, executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of
Banta in favor of the proposed Merger. Information regarding the
persons who may be considered "participants" in the solicitation of
proxies will be set forth in Banta's proxy statement. Information
regarding certain of these persons and their beneficial ownership
of Banta common stock as of March 3, 2006 is also set forth in the
Schedule 14A filed by Banta with the SEC on March 23, 2006.
DATASOURCE: R.R. Donnelley & Sons Company CONTACT: RR Donnelley
Media Contact, Doug Fitzgerald, Senior Vice President Marketing
& Communications, Tel: +1-630-322-6830, E-mail: , or Investor
Contact, Dan Leib, Vice President, Investor Relations, Tel:
+1-312-326-7710, E-mail: , or Banta Corporation Investor-Media
Contact, Mark Fleming, Director, Investor and Corporate
Communications, Tel: +1-920-751-7713 Web site:
http://www.rrdonnelley.com/
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