R.R. Donnelley reports takeover bid raised to 11.50 per share

R.R. Donnelley announced the receipt of an update to the unsolicited non-binding "Alternative Acquisition Proposal", received from the strategic party on December 27, 2021. On January 3, the Strategic Party had indicated to RRD that it was targeting January 21, 2022 for a submission of a binding proposal. In lieu of submitting a binding proposal, the Strategic Party delivered the non-binding Updated Strategic Party Proposal, which provides for the following, among other terms and conditions: Increases the offered price to $11.50 per share in cash. Previously, the offered price by the Strategic Party was $11.00 per share in cash. States that the Strategic Party has substantially completed its financial, legal, tax and other due diligence on RRD and its business. Does not include committed debt and equity financing and states that the Strategic Party requires an additional three weeks to obtain committed financing. Removes the previously included conditions to the execution of the proposed Strategic Party merger agreement that required Chatham to release and dismiss Chatham's litigation and claims made against RRD, and to vote its shares of RRD common stock to approve the Strategic Party merger agreement. The Updated Strategic Party Proposal remains non-binding and subject to certain terms and conditions. On December 29, 2021, the board determined, in good faith after consultation with its outside financial advisor and legal counsel, that the Strategic Party Proposal would reasonably be expected to lead to a "Superior Proposal". At this time, the board has not determined that the Updated Strategic Party Proposal constitutes a superior proposal, and there can be no assurances that a transaction will result from the Updated Strategic Party Proposal or that any alternative transaction will be entered into or consummated. Under the terms of the Chatham Merger Agreement, affiliates of Chatham have agreed to acquire the company for $10.85 per share in cash. Under the Chatham Merger Agreement, the company is required to pay a $12M expense reimbursement to Chatham if the company terminates the Chatham Merger Agreement in order to enter into a definitive merger agreement with respect to the Updated Strategic Party Proposal. In addition, the company would be required to reimburse Chatham for the $20M payment previously made by Chatham to cover the termination fee due under the company's now-terminated definitive merger agreement with affiliates of Atlas Holdings. In the Updated Strategic Party Proposal, the Strategic Party has stated it would agree to pay both the expense reimbursement and the Atlas Termination Fee Refund to Chatham on the company's behalf in such event. At this time, the company remains subject to the Chatham Merger Agreement and is complying with the terms and conditions of the Chatham Merger Agreement, which remain in effect unless and until the Chatham Merger Agreement is terminated. Accordingly, subject to and as required by the Chatham Merger Agreement, the board has not made a "Change of Recommendation", reaffirms its recommendation of the Chatham Merger Agreement and rejects all "Alternative Acquisition Agreements". In addition, as required by the Chatham Merger Agreement, the company expects to file a definitive proxy statement in respect of the transactions contemplated by the Chatham Merger Agreement on January 21. RRD expects to schedule the special meeting of stockholders for purposes of voting on the Chatham Merger Agreement and the transactions contemplated thereby on February 23. The company does not intend to disclose developments with respect to this process unless and until it determines it is appropriate to do so, subject to the terms of the Chatham Merger Agreement.