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R.R. Donnelley Says Revised Chatham Proposal Is ‘Superior’

(RTTNews) – R.R. Donnelley & Sons Company (RRD) said Friday that its board unanimously determined that an unsolicited proposal from Chatham Asset Management LLC to acquire all of the common stock of the company not already owned by Chatham and its affiliates for $10.85 per share in cash constitutes a “Superior Proposal” as defined in the company’s previously announced definitive merger agreement with affiliates of Atlas Holdings LLC. It is subject to the condition that Chatham agree to extend the Revised Chatham Proposal until on December 17, 2021.

If Chatham refuses to agree to the Timing Condition, R.R. Donnelley will deem the Revised Chatham Proposal as withdrawn and incapable of being accepted by the Company.

Under the terms of the Amended Agreement, affiliates of Atlas have agreed to acquire the Company for $10.35 per share in cash.

RRD has notified Atlas of the Board’s determination that the revised Chatham Proposal constitutes a Superior Proposal and that RRD intends to terminate the Amended Agreement for the purpose of entering into a definitive merger agreement with affiliates of Chatham.

As per the Amended Agreement, R.R. Donnelley is required to pay a $20 million termination fee and $12 million expense reimbursement to Atlas if the Company terminates the Amended Agreement in order to enter into a definitive merger agreement with affiliates of Chatham.

Chatham has agreed to pay the $20 million termination fee to Atlas on R.R. Donnelley’s behalf in such event. R.R. Donnelley has agreed to pay the expense reimbursement of $12 million.

Under the terms of the Revised Chatham Proposal, R.R. Donnelley would be required to repay Chatham for such termination fee paid by Chatham under certain circumstances in connection with a termination of the proposed definitive merger agreement with affiliates of Chatham.

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