Courier Shareholders Approve Merger with R.R. Donnelley
05 Juin 2015 - 3:13PM
Business Wire
Courier Corporation (“Courier”) (Nasdaq:CRRC) today announced
that the Courier shareholders voted to approve the previously
announced definitive agreement, dated as of February 5, 2015,
pursuant to which R.R. Donnelley & Sons Company (“R.R.
Donnelley”) (Nasdaq: RRD) will acquire Courier. At a special
meeting held earlier today, approximately 78% of Courier shares
outstanding and entitled to be voted, were voted in favor of the
agreement. Courier shareholders also voted to approve, on an
advisory (non-binding) basis, the compensation payable to certain
executive officers of Courier in connection with the
transaction.
About Courier
Courier Corporation is one of America’s major book manufacturers
as well as 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.
About R.R. Donnelley
R.R. Donnelley (NASDAQ: RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
increase compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet-based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for R.R. Donnelley's Global Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
Additional Information and Where To Find It
This news release includes information relating to a proposed
transaction between R.R. Donnelley and Courier. In connection with
the proposed transaction, R.R. Donnelley has filed a proxy
statement/prospectus with the SEC, which includes a final
prospectus with respect to R.R. Donnelley shares to be issued in
the proposed transaction and a definitive proxy statement of
Courier with respect to the proposed transaction. This news release
is not a substitute for the final proxy statement/prospectus or any
other documents that R.R. Donnelley or Courier may file with the
SEC or send to shareholders of Courier in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF COURIER ARE
URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED BY R.R. DONNELLEY OR
COURIER WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the final proxy statement/prospectus and
other relevant documents filed or that will be filed by R.R.
Donnelley or Courier with the SEC through the website maintained by
the SEC at http://www.sec.gov.
Copies of the final proxy statement/prospectus and other relevant
documents filed by R.R. Donnelley with the SEC are available free
of charge on R.R. Donnelley's internet website at http://investor.rrd.com/sec.cfm or by
contacting R.R. 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 are available free
of charge on Courier's internet website at www.courier.com or by contacting Courier
Investor Relations at investorrelations@courier.com.
Use of Forward-Looking Statements
This news release includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
Section 21E of the Securities Exchange Act of 1934, as amended,
including with respect to the business, strategy and plans of R.R.
Donnelley and Courier, their expectations relating to the proposed
transaction and their future financial condition and performance,
including estimated synergies. Statements that are not historical
facts, including statements about R.R. Donnelley or Courier
managements' beliefs and expectations, are forward-looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. While R.R. Donnelley and Courier
believe these expectations, assumptions, estimates and projections
are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond R.R. Donnelley's or Courier's control. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon future
circumstances that may or may not occur. Actual results may differ
materially from R.R. Donnelley's and Courier's current expectations
depending upon a number of factors affecting their businesses and
risks associated with the successful execution and integration of
the proposed transaction and the performance of their businesses
following such transaction. These factors include, among others,
successful completion of the proposed transaction, the ability to
implement plans for the integration of the proposed transaction and
the receipt of required approvals for the proposed transaction, and
such other risks and uncertainties detailed in R.R. Donnelley's and
Courier's respective periodic public filings with the SEC,
including but not limited to those discussed (i) under "Risk
Factors" in R.R. Donnelley's Form 10-K for the fiscal year ended
December 31, 2014, in R.R. Donnelley's subsequent filings with the
SEC and in other investor communications of R.R. 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. R.R. Donnelley and
Courier do not undertake to and specifically decline 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150605005467/en/
Investor and Media Contact:Courier CorporationPeter M. Folger,
+1-978-251-6000Senior Vice President and Chief Financial
Officerinvestorrelations@courier.com
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