RR Donnelley Announces Share Repurchase Transaction
January 03 2005 - 9:25AM
PR Newswire (US)
RR Donnelley Announces Share Repurchase Transaction CHICAGO, Jan. 3
/PRNewswire-FirstCall/ -- R.R. Donnelley & Sons Company
(NYSE:RRD) and GSC Partners today announced arrangements that will
result in the sale by GSC Partners of its entire 4.8% interest in
RR Donnelley for approximately $360 million, including the
repurchase of approximately $200 million of GSC Partners' holdings
by RR Donnelley in a share repurchase transaction. Details of the
transactions are as follows: -- GSC Partners has sold approximately
4.7 million shares of RR Donnelley common stock to Goldman, Sachs
& Co. to be sold in an underwritten offering. Goldman, Sachs
& Co. is the underwriter for this offering. -- RR Donnelley
will agree to repurchase approximately 6 million shares of its
common stock from GSC Partners for a purchase price of
approximately $200 million. The offering is expected to close on
January 6, 2005 and the repurchase of shares by RR Donnelley will
be consummated upon completion of the distribution of the shares to
the public by Goldman, Sachs & Co. Alfred C. Eckert III,
Chairman and Chief Executive Officer of GSC Partners, and Robert F.
Cummings, Jr., a senior advisor to GSC Partners, are directors of
RR Donnelley who recused themselves from the board's consideration
of RR Donnelley's repurchase from GSC. On December 16, 2004, RR
Donnelley announced that its board of directors had approved a $300
million share repurchase, approximately $200 million of which is
being used for the repurchase from GSC Partners. As a result, RR
Donnelley will not proceed with a $200 million accelerated share
repurchase at this time. RR Donnelley is authorized to use the
remaining $100 million available under the share repurchase through
a variety of methods, including open market purchases, block
transactions, accelerated share repurchase arrangements, or private
transactions. Such purchases may be made from time to time and may
be discontinued at any time. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the common stock in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. A shelf registration statement relating to the common stock
that the selling stockholders intend to sell has previously been
filed with, and declared effective by, the Securities and Exchange
Commission. Any offer, if at all, will be made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. Copies of the final
prospectus supplement and accompanying prospectus, when available,
may be obtained from Goldman, Sachs & Co., 85 Broad Street, New
York, NY, 10004, Attn: Prospectus Department, telephone (212)
902-1171. About RR Donnelley RR Donnelley (NYSE:RRD) designs,
manages and produces words and images, and brings them to life on
paper and in digital form for customers in the publishing,
healthcare, advertising, retail, technology, financial services,
and many other industries. Founded 140 years ago, the Company
provides solutions in commercial printing, forms and labels, direct
mail, financial printing, print fulfillment, business communication
outsourcing, logistics, online services, digital photography, and
content and database management. 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. As the largest printer in North
America with strong positions across the globe, RR Donnelley is
changing the role of print in every marketplace it serves. For more
information, visit the Company's web site at
http://www.rrdonnelley.com/ . Use of Forward-Looking Statements
This press release contains "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. Many of the
factors that could cause material differences in the expected
results of RR Donnelley relate to the integration of Moore Wallace
Incorporated, which was acquired by RR Donnelley on February 27,
2004. These factors include, without limitation, the following: the
development and execution of comprehensive plans for asset
rationalization, the ability to eliminate duplicative overhead
without excessive cost or adversely affecting the business, the
potential loss of customers and employees as a result of the
transaction, the ability to achieve procurement savings by
leveraging total spending across the organization, the success of
the organization in leveraging its comprehensive product offering
to the combined customer base as well as the ability of the
organization to complete the integration of the combined companies
without losing focus on the business. In addition, the ability of
the combined company to achieve the expected net sales, accretion
and synergy savings will also be affected by the effects of
competition (in particular the response to the transaction in the
marketplace), the effects of pricing of paper and other raw
materials and fuel price fluctuations and shortages of supply, the
rate of migration from paper-based forms to digital formats, the
impact of currency fluctuations in the countries in which RR
Donnelley operates, general economic and other factors beyond the
combined company's control, and other risks and uncertainties
described in RR Donnelley's periodic filings with the Securities
and Exchange Commission (SEC). Readers are strongly encouraged to
read the full cautionary statements contained in RR Donnelley's
filings with the SEC. RR Donnelley disclaims any obligation to
update or revise any forward-looking statements. DATASOURCE: R.R.
Donnelley and Sons Company CONTACT: Dan Leib, Vice President,
Investor Relations of R.R. Donnelley and Sons Company,
+1-312-326-7710, or Web site: http://www.rrdonnelley.com/
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