Enhances Content Management, Digital Print and Distribution
Capabilities
R. R. Donnelley & Sons Company (NASDAQ: RRD) and
Courier Corporation (NASDAQ: CRRC) jointly announced today
that they have signed a definitive agreement by which RR Donnelley
will acquire Courier Corporation, a leader in digital printing,
publishing and content management in the United States specializing
in educational, religious and trade books. The agreement has been
approved by each company’s Board of Directors.
Under the terms of the transaction, Courier’s shareholders will
have the option to elect to receive either $23.00 in cash or 1.3756
RR Donnelley common shares for each outstanding share of Courier
they own. Such elections are subject to pro ration so that a total
of 8.0 million shares of RR Donnelley common stock will be issued
in the merger. Based on the closing trading price of RR Donnelley’s
common stock on the NASDAQ on February 4, 2015, the merger
consideration represents a mix of approximately 49% cash and 51%
stock, and a total transaction value of approximately $261 million,
plus the assumption of Courier’s net debt and payout of outstanding
equity awards.
The acquisition is expected to be both deleveraging and
accretive to RR Donnelley's non-GAAP earnings per diluted share
within 12 months following the closing of the transaction, which is
expected to occur in the second half of 2015. The completion of the
transaction is subject to customary closing conditions, including
regulatory approval and approval of Courier’s shareholders.
"This combination represents the next chapter in two
long-running success stories woven together by a similar set of
core values and operational excellence," said Thomas J. Quinlan
III, RR Donnelley's President and Chief Executive Officer. "Our two
organizations have a longstanding history of offering
industry-leading solutions to our customers. We look forward to
working with Jim Conway and his team in continuing that
tradition.”
“By adding our digital printing and content management
capabilities to RR Donnelley’s current business, we will be even
better positioned to meet our collective customers’ needs,” said
James F. Conway III, Courier’s Chairman, President and Chief
Executive Officer. “Our customers can also continue to count on the
same level of exceptional service, and our employees will benefit
from greater opportunities for professional growth and development.
We are excited by the opportunities created by this combination and
look forward to working with RR Donnelley to fulfill them.”
About RR Donnelley
RR Donnelley (NASDAQ: RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
increase compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet-based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the company's web site
at http://www.rrdonnelley.com.
About Courier
Courier Corporation is one of America’s major book manufacturers
as well as a leader in content management and customization in new
and traditional media. It also publishes books under two brands
offering award-winning content and thousands of titles. Founded in
1824, Courier is headquartered in North Chelmsford, Massachusetts.
For more information, visit www.courier.com.
Additional Information and Where To Find It
This news release relates to a proposed transaction between RR
Donnelley and Courier, which will become the subject of a
registration statement on Form S-4 and proxy statement/prospectus
forming a part thereof, to be filed with the SEC by RR Donnelley
and Courier. This document is not a substitute for the registration
statement and proxy statement/prospectus that RR Donnelley and
Courier will file with the SEC or any other documents that RR
Donnelley or Courier may file with the SEC or send to shareholders
of Courier in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF
COURIER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED BY RR DONNELLEY OR COURIER WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain free copies of the registration statement, the proxy
statement/prospectus (when available) and other relevant documents
filed or that will be filed by RR Donnelley or Courier with the SEC
through the website maintained by the SEC at http://www.sec.gov. Copies of the registration
statement, proxy statement/prospectus and other relevant documents
filed by RR Donnelley with the SEC will be available free of charge
on RR Donnelley’s internet website at http://investor.rrd.com/sec.cfm or by contacting
RR Donnelley’s Investor Relations Department at (800) 742-4455.
Copies of the proxy statement/prospectus and other relevant
documents filed by Courier with the SEC will be available free of
charge on Courier’s internet website at www.courier.com or by contacting Courier Investor
Relations at investorrelations@courier.com.
No Offer Or Solicitation
This news release does not constitute an offer to sell, or an
invitation to subscribe for, purchase or exchange, any securities
or the solicitation of any vote or approval in any jurisdiction,
nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
Participants in the Solicitation
RR Donnelley, Courier, and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from shareholders of Courier in connection
with the proposed transaction. Information about the directors and
executive officers of Courier is set forth in Amendment No. 1 to
its Annual Report on Form 10-K for the year ended September 27,
2014, which was filed with the SEC on Form 10-K/A on January 26,
2015.. Information about the directors and executive officers of RR
Donnelley is set forth in its proxy statement for its 2014 annual
meeting of stockholders, which was filed with the SEC on
April 15, 2014. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Use of Forward-Looking Statements
This news release includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
Section 21E of the Securities Exchange Act of 1934, as amended,
including with respect to the business, strategy and plans of RR
Donnelley and Courier, their expectations relating to the proposed
transaction and their future financial condition and performance,
including estimated synergies. Statements that are not historical
facts, including statements about RR Donnelley or Courier
managements’ beliefs and expectations, are forward-looking
statements. Words such as “believes”, “anticipates”, “estimates”,
“expects”, “intends”, “aims”, “potential”, “will”, “would”,
“could”, “considered”, “likely”, “estimate” and variations of these
words and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. While RR Donnelley and Courier
believe these expectations, assumptions, estimates and projections
are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond RR Donnelley’s or Courier’s control. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon future
circumstances that may or may not occur. Actual results may differ
materially from RR Donnelley’s and Courier’s current expectations
depending upon a number of factors affecting their businesses and
risks associated with the successful execution and integration of
the proposed transaction and the performance of their businesses
following such transaction. These factors include, among others,
successful completion of the proposed transaction, the ability to
implement plans for the integration of the proposed transaction and
the receipt of required regulatory approvals for the proposed
transaction (including the approval of antitrust authorities
necessary to complete the proposed transaction), and such other
risks and uncertainties detailed in RRD’s and Courier’s respective
periodic public filings with the SEC, including but not limited to
those discussed (i) under “Risk Factors” in RRD’s Form 10-K for the
fiscal year ended December 31, 2013, in RRD’s subsequent
filings with the SEC and in other investor communications of RRD
from time to time and (ii) under “Risk Factors” in Courier’s Form
10-K for the fiscal year ended September 27, 2014 and in Courier’s
subsequent filings with the SEC and in other investor
communications of Courier from time to time. RR Donnelley and
Courier do not undertake to and specifically decline any obligation
to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect future
events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
RR Donnelley Contacts:Media
Contact:Phyllis Burgee, Tel: +1 630-322-6093Director
CommunicationsE-mail: phyllis.burgee@rrd.comorInvestor Contact:Dave
Gardella, Tel: +1 312-326-8155Senior Vice President FinanceE-mail:
david.a.gardella@rrd.comorCourier
Corporation Contacts:Media Contact:Joele Frank,
Wilkinson Brimmer Katcher, Averell Withers or Nick Leasure, Tel: +1
212-355-4449orInvestor Contact:Peter M. Folger, Tel: +1
978-251-6000Senior Vice President and Chief Financial
OfficerE-mail: investorrelations@courier.com
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