RRD to be Acquired by Chatham Asset Management for $10.85 Per Share in Cash

Dec 14, 2021

R.R. Donnelley & Sons Company (“RRD” or the “Company”) (NYSE: RRD) today announced that it has entered into a definitive merger agreement (the “Chatham Merger Agreement”) to be acquired by affiliates of Chatham Asset Management, LLC (“Chatham”), a leading private investment firm, in an all-cash transaction with a total enterprise value of approximately $2.3 billion and total equity value of approximately $897 million. RRD today also announced that it has terminated its previously announced merger agreement with affiliates of Atlas Holdings LLC (“Atlas”), dated November 3, 2021 (as amended on December 9, 2021, the “Amended Atlas Merger Agreement”), pursuant to which affiliates of Atlas had agreed to acquire RRD for $10.35 per share in cash. The termination of the Amended Atlas Merger Agreement follows the decision by Atlas to waive its contractual opportunity through December 16, 2021 to negotiate an amendment of the Amended Atlas Merger Agreement such that the transaction contemplated by the Chatham Merger Agreement would no longer constitute a “Superior Proposal” as defined in the Amended Atlas Merger Agreement.

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