Courier to Begin Discussions with RR
Donnelley
Courier Corporation (Nasdaq: CRRC), one of America’s leading
innovators in book manufacturing, publishing and content
management, announced today that its Board of Directors has
reasonably determined in good faith, after consultation with its
independent legal and financial advisors, that the non-binding,
unsolicited proposal from R.R. Donnelley & Sons Company
(Nasdaq: RRD) to acquire the Company for $23.00 per share in cash
or RR Donnelley common stock is reasonably likely to result in a
“Superior Proposal” as defined in Courier’s merger agreement with
Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”). As previously
announced, the RR Donnelly proposal is subject to proration in the
event that Courier shareholders elect to receive more than
approximately 49% cash or more than approximately 51% stock, and is
subject to, among other things, various closing conditions, Courier
shareholder approval and regulatory approvals.
Under the Quad/Graphics agreement, the Courier Board’s
determination allows Courier to provide information to and conduct
discussions and negotiations with RR Donnelley, but does not allow
Courier to terminate its agreement with Quad/Graphics or enter into
any other agreement with RR Donnelley. Courier’s Board has not
determined that RR Donnelley’s proposal in fact constitutes a
Superior Proposal under the existing merger agreement with
Quad/Graphics and has not changed its recommendation in support of
the merger with Quad/Graphics.
There can be no assurance that the discussions with RR Donnelley
will result in the Courier Board’s determination that the RR
Donnelley proposal is a Superior Proposal or the consummation of a
transaction that is superior to the pending transaction with
Quad/Graphics or that the terms of any new transaction will be the
same as those reflected in RR Donnelley’s proposal.
As announced on January 16, 2015, Courier entered into a
definitive merger agreement with Quad/Graphics, a leading global
printer, under which Quad/Graphics will acquire Courier in a cash
and stock transaction. Under the terms of the merger agreement,
Courier shareholders will receive a total purchase price of $20.50
per share, consisting of cash and shares of Quad/Graphics Class A
common stock. Each Courier shareholder will have the right to elect
to receive cash or Quad/Graphics Class A common stock, subject to
proration in the event that shareholders elect to receive more than
54% cash or more than 46% stock.
Courier will have no further comment on RR Donnelley’s proposal
until the Board has completed discussions and/or negotiations with
RR Donnelley.
Blackstone Advisory Partners L.P. is serving as exclusive
financial advisor to Courier Corporation, and Goodwin Procter LLP
is serving as legal counsel.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. These forward-looking statements, which are based
on current expectations, estimates and projections about the
industry and markets in which Quad/Graphics and Courier operate and
beliefs of and assumptions made by Quad/Graphics management and
Courier management, involve uncertainties that could significantly
affect the financial results of Quad/Graphics or Courier or the
combined company. Words such as “aim,” “expect,” “anticipate,”
“intend,” “plan,” “goal,” “believe,” “hope,” “seek,” “target,”
“continue,” “estimate,” “will,” “may,” “would,” “could,” “should,”
or variations of such words and similar expressions or the negative
thereof are intended to identify such forward-looking statements,
which generally are not historical in nature. Such forward-looking
statements include, but are not limited to, statements regarding
the financial condition, results of operations and business of
Quad/Graphics and Courier and the combined businesses of
Quad/Graphics and Courier and certain plans and objectives of
Quad/Graphics and Courier with respect thereto, including the
expected benefits of the proposed transactions. In addition, the
unsolicited non-binding proposal from RR Donnelley may not result
in a definitive agreement for an alternative business combination
transaction. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to expected synergies,
improved liquidity and balance sheet strength — are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, regional and local economic climates, (ii) changes in
financial markets and interest rates, (iii) increased or
unanticipated competition, (iv) risks associated with acquisitions,
(v) availability of financing and capital, (vi) risks associated
with achieving expected revenue synergies or cost savings, (vii)
risks associated with the ability to consummate the transaction and
the timing of the closing of the transaction, (viii) risks
associated with the integration of Quad/Graphics’ and Courier’s
respective businesses, and (ix) those additional risks and factors
discussed in reports filed with the Securities and Exchange
Commission (“SEC”) by Quad/Graphics and Courier from time to time,
including those discussed under the heading “Risk Factors” in their
respective most recently filed reports on Form 10-K and 10-Q.
Neither Quad/Graphics nor Courier undertakes any duty to update any
forward-looking statements appearing in this document.
Additional Information about the Proposed Transaction and Where
to Find It:
In connection with the proposed transaction, Quad/Graphics
expects to file with the SEC a registration statement on Form S-4
that will include a proxy statement of Courier that also
constitutes a prospectus of Quad/Graphics. Courier will mail the
proxy statement/prospectus to its shareholders. Quad/Graphics and
Courier also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by Quad/Graphics and Courier with
the SEC at the SEC’s website at www.sec.gov. Copies of the
documents filed by Quad/Graphics with the SEC will be available
free of charge on Quad/Graphics’ website at www.QG.com or by
contacting Quad/Graphics Investor Relations at IR@qg.com. Copies of
the documents filed by Courier with the SEC will be available free
of charge on Courier’s website at www.courier.com or by contacting
Courier Investor Relations at investorrelations@courier.com.
This communication is not a solicitation of a proxy from any
investor or shareholder. However, Courier and certain of its
directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. You can find
information about Courier’s executive officers and directors in
Courier’s annual report on Form 10-K filed on December 1, 2014 as
amended, and its definitive proxy statement filed with the SEC on
December 10, 2013. Additional information regarding the interests
of such potential participants will be included in the proxy
statement/prospectus and other relevant documents filed with the
SEC if and when they become available. You may obtain free copies
of these documents from Courier using the sources indicated
above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
About Courier Corporation
Courier Corporation is America’s second largest book
manufacturer and a leader in content management and customization
in new and traditional media. It also publishes books under two
brands offering award-winning content and thousands of titles.
Founded in 1824, Courier is headquartered in North Chelmsford,
Massachusetts. For more information, visit www.courier.com.
Courier Investor Relations Contact:Peter Folger,
978-251-6000Senior Vice President and Chief Financial
Officerinvestorrelations@courier.comorCourier Media Contact:Joele
Frank, Wilkinson Brimmer KatcherAverell Withers, 212-355-4449orNick
Leasure, 212-355-4449
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