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.
CONTACT: RR Donnelley Contacts:
Media Contact:
Phyllis Burgee, Director Communications:
Tel: +1 630-322-6093
E-mail: phyllis.burgee@rrd.com
Investor Contact:
Dave Gardella, Senior Vice President Finance:
Tel: +1 312-326-8155
E-mail: david.a.gardella@rrd.com
Courier Corporation Contacts:
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher,
Averell Withers or Nick Leasure,
Tel: +1 212-355-4449
Investor Contact:
Peter M. Folger, Senior Vice President
and Chief Financial Officer:
Tel: +1 978-251-6000
E-mail: investorrelations@courier.com
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