RRD Receives Unsolicited Non-Binding Proposal to Acquire RRD for $11.00 Per Share in Cash

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Dec 30, 2021

R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) announced today the receipt of an unsolicited non-binding “Alternative Acquisition Proposal” as defined in its previously announced definitive merger agreement with affiliates of Chatham Asset Management, LLC (“Chatham”), dated as of December 14, 2021 (the “Chatham Merger Agreement”), from a strategic party (the “Strategic Party”) to acquire all of the outstanding shares of RRD’s common stock for $11.00 per share in cash, subject to other terms and conditions (the “Strategic Party Proposal”). Under the terms of the Chatham Merger Agreement, affiliates of Chatham have agreed to acquire the Company for $10.85 per share in cash. As previously announced, on November 27, 2021, RRD had received a non-binding proposal from the Strategic Party to acquire all of the outstanding shares of RRD’s common stock for $10.00 per share in cash, subject to other terms and conditions.