Exhibit 99.1
Strategic Party Withdraws $11.50 Non-Binding Proposal to Acquire RRD
RRD Again Reaffirms Merger Agreement with Chatham Asset Management and Urges Stockholders to Vote for the Chatham Transaction
CHICAGO, February 2, 2022 — R. R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that the unsolicited non-binding and conditional “Alternative Acquisition Proposal” (as defined in the Company’s 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“Strategic Party”) to acquire all of the outstanding shares of RRD’s common stock for $11.50 per share in cash has been withdrawn. The Strategic Party did not provide specific reasons for its withdrawal.
The Company remains subject to the Chatham Merger Agreement, pursuant to which Chatham will acquire all of the RRD common stock not already owned by affiliates of Chatham for $10.85 per share in cash.
As previously announced, the Company has scheduled the special meeting of stockholders for purposes of voting on the Chatham Merger Agreement and the transactions contemplated thereby for February 23, 2022. The Chatham Merger Agreement has been unanimously approved by the RRD Board of Directors and the Board again reaffirms its recommendation that stockholders vote for the Chatham Merger Agreement and the transactions contemplated thereby. The Company urges stockholders to vote their shares today to approve the Chatham Merger Agreement and the transactions contemplated thereby at the Company’s upcoming special meeting.
The Chatham transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the approval of RRD stockholders.
The foregoing description of the Chatham Merger Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Chatham Merger Agreement, which RRD has filed on Form 8-K.
Centerview Partners LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to RRD.
About RRD
RRD is a leading global provider of multichannel business communications services and marketing solutions. With 30,000 clients and 33,000 employees across 28 countries, RRD offers the industry’s most comprehensive offering of solutions designed to help companies—from Main Street to Wall Street—optimize customer engagement and streamline business operations across the complete customer journey. RRD offers a comprehensive portfolio of capabilities, experience and scale that enables organizations around the world to create, manage, deliver, and optimize their marketing and business communications strategies.
Use of Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed