R.R. Donnelley to Be Acquired by Atlas Holdings for $2.1 Billion

Nov. 3, 2021 - R.R. Donnelley & Sons Company ("RRD") today announced that it has entered into a definitive merger agreement to be acquired by affiliates of Atlas Holdings LLC ("Atlas"), which operates a global family of manufacturing and distribution businesses, in an all-cash transaction with a total enterprise value of approximately $2.1 billion.

The merger agreement has been unanimously approved by RRD's board of directors.

Under the terms of the merger agreement, Atlas will acquire all of the outstanding shares of RRD common stock, and RRD stockholders will receive $8.52 per share in cash for each share of RRD common stock. The purchase price represents a premium of approximately 29.1 percent over RRD's closing price on November 2, 2021, approximately 72.8 percent over RRD's closing share price on October 11, 2021, the last trading day prior to the announcement of a non-binding offer by Chatham Asset Management, LLC, and a premium of approximately 64.1 percent over RRD's 60-day volume weighted average price for the period ended October 11, 2021.

"The RRD board regularly reviews the Company's strategic priorities, and today's announcement is a culmination of a thorough, multi-year process to maximize value for RRD stockholders," said John Pope, RRD Chairman of the Board of Directors. "After a careful and thorough analysis, the RRD board believes that this transaction, which delivers an immediate premium and certain cash value, is in the best interest of RRD and our stockholders. We look forward to working with Atlas to complete this value enhancing transaction."

"Today's announcement represents an exciting next phase of RRD's journey," said Dan Knotts, RRD President and Chief Executive Officer. "This transaction is truly a testament to our talented employees, whose passion for and dedication to serving our clients has helped build our company into the industry leading marketing and business communications company we are today. Under our new ownership structure, they will have access to even more career building opportunities in the future."

Tim Fazio, Atlas Co-Founder and Managing Partner, said, "We are excited to have reached this agreement to acquire R.R. Donnelley and Sons, an iconic name in the business communications, marketing and printing industries. Atlas is a trusted partner for businesses that have both a demonstrated record of innovation and customer service and, at the same time, clear opportunities for continued growth. That is precisely what we see in RRD. We look forward to working with RRD's talented and experienced team and welcoming RRD's associates into the Atlas Family."

In the Pulp and Paper sector, Atlas' companies include Finch (printing and converting papers), Marcal (tissue), Millar Western (high-yield pulp), and Twin Rivers Paper Company (specialty packaging, label and publishing paper products, and lumber).

Atlas intends to finance the transaction through a combination of committed equity financing provided by affiliates of Atlas as well as debt financing that has been committed to by JPMorgan Chase Bank, N.A. and Macquarie Capital. The transaction is not subject to a financing condition.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, including approval by RRD stockholders and receipt of regulatory approvals. Upon completion of the transaction, RRD's shares will no longer trade on The New York Stock Exchange and RRD will become a private company.

SOURCE: R.R. Donnelley & Sons Company