Courier Corporation (Nasdaq: CRRC), a leader in digital
printing, publishing and content management in the United States
specializing in educational, religious and trade books, announced
today that it has terminated its previously announced merger
agreement with Quad/Graphics, Inc. (NYSE: QUAD).
In addition, as separately announced today, Courier and R.R.
Donnelley & Sons Company (NASDAQ: RRD) have signed a definitive
agreement by which RR Donnelley will acquire Courier for $23.00 per
share in cash or 1.3756 RR Donnelley common shares, subject to pro
ration so that a total of 8.0 million shares of RR Donnelley common
stock, representing approximately 51% of the total merger
consideration, will be issued in the merger.
As previously announced, on January 16, 2015, Courier entered
into a definitive merger agreement with Quad/Graphics under which
Quad/Graphics would acquire Courier in a cash and stock transaction
with a total purchase price of $20.50 per share. On January 27,
2015, Courier announced that it had received a non-binding,
unsolicited proposal from RR Donnelley to acquire Courier for
$23.00 per share in cash and RR Donnelley common stock. On January
28, 2015, Courier announced that its Board of Directors had
determined that the RR Donnelley proposal was reasonably likely to
result in a “Superior Proposal” as defined in the Quad/Graphics
merger agreement.
Following discussions with RR Donnelley and consistent with its
fiduciary duties, Courier’s Board of Directors, in consultation
with its independent legal and financial advisors, carefully
reviewed and considered the RR Donnelley proposal. In accordance
with the Quad/Graphics merger agreement, Courier provided
Quad/Graphics with the opportunity to match the RR Donnelley
proposal. Quad/Graphics declined to make any new proposal and the
Courier Board unanimously determined that the RR Donnelley proposal
constituted a “Superior Proposal” as defined under the
Quad/Graphics merger agreement.
In accordance with the Quad/Graphics merger agreement,
simultaneous with termination of the agreement, Courier paid
Quad/Graphics a $10 million termination fee. Under the terms of the
RR Donnelley merger agreement, Courier will be reimbursed by RR
Donnelley for the entire $10 million fee payment.
James F. Conway III, Courier’s Chairman, President and CEO,
stated: “After a careful evaluation process, the Courier Board
determined that the RR Donnelley transaction provides superior
value to Courier shareholders and important benefits to our
customers and employees.”
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 press release 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 Courier operates and beliefs of and
assumptions made by Courier management, involve uncertainties that
could significantly affect the financial results of 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, among others, statements regarding the proposed
transaction with RR Donnelley, including the value creation for
Courier’s shareholders. Forward-looking 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,
among others, successful completion of the proposed transaction
with RR Donnelley, the ability to implement plans for the
integration of the proposed transaction with RR Donnelley, and the
receipt of required regulatory approvals for the proposed
transaction (including the approval of antitrust authorities
necessary to complete the proposed transaction), and such other
risks and uncertainties detailed in RR Donnelley’s and Courier’s
respective periodic public filings with the U.S. Securities and
Exchange Commission (the “SEC”), including but not limited to those
discussed (i) under “Risk Factors” in RR Donnelley’s Form 10-K for
the fiscal year ended December 31, 2013, and in RR Donnelley’s
subsequent filings with the SEC and in other investor
communications of RR Donnelley from time to time and (ii) under
“Risk Factors” in Courier’s Form 10-K for the fiscal year ended
September 27, 2014 and in Courier’s subsequent filings with the SEC
and in other investor communications of Courier from time to time.
Neither RR Donnelley nor Courier undertakes to and specifically
declines any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to
reflect future events or circumstances after the date of such
statement or to reflect the occurrence of anticipated or
unanticipated events.
Additional Information about the Proposed Transaction and
Where to Find It:
This press release relates to a proposed transaction between RR
Donnelley and Courier, which will become the subject of a
registration statement on Form S-4 and proxy statement/prospectus
forming a part thereof, to be filed with the SEC by RR Donnelley
and Courier. This document is not a substitute for the registration
statement and proxy statement/prospectus that RR Donnelley and
Courier will file with the SEC or any other documents that RR
Donnelley or Courier may file with the SEC or send to shareholders
of Courier in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF
COURIER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED BY RR DONNELLEY OR COURIER WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain free copies of the registration statement, the proxy
statement/prospectus (when available) and other relevant documents
filed or that will be filed by RR Donnelley or Courier with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the registration statement, proxy statement/prospectus
and other relevant documents filed by RR Donnelley with the SEC
will be available free of charge on RR Donnelley’s internet website
at http://investor.rrd.com/sec.cfm or by contacting RR Donnelley’s
Investor Relations Department at (800) 742-4455. Copies of the
proxy statement/prospectus and other relevant documents filed by
Courier with the SEC will be available free of charge on Courier’s
internet website at www.courier.com or by contacting Courier
Investor Relations at investorrelations@courier.com.
No Offer or Solicitation
This press release 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.
Participants in the Solicitation
RR Donnelley, Courier, and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from shareholders of Courier in connection
with the proposed transaction. Information about the directors and
executive officers of Courier is set forth in Amendment No. 1 to
its Annual Report on Form 10-K, which was filed with the SEC on
Form 10-K/A on January 26, 2015. Information about the directors
and executive officers of RR Donnelley is set forth in its proxy
statement for its 2014 annual meeting of stockholders, which was
filed with the SEC on April 15, 2014. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
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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