North America's Largest Printing Company RR Donnelley Acquired

According to foreign media reports, RR Donnelley will be acquired by Atlas Holdings and taken private in an all-cash transaction valued at about $2.1 billion.

On November 3, US time, the final merger agreement was unanimously approved by the RR Donnelley board of directors.

The acquisition is expected to be completed in the first half of 2022, but still requires the approval of RR Donnelley shareholders and regulators. After the transaction is completed, RR Donnelley's shares will no longer be traded on the New York Stock Exchange, and RRD will become a private company.

A high-premium acquisition

Under the terms of the transaction, Atlas Holdings, headquartered in Greenwich, Connecticut, USA, will acquire all outstanding shares of RR Donnelley common stock, and RR Donnelley shareholders will receive $8.52 in cash per common share.

The purchase price represents a premium of approximately 29.1% over RR Donnelley's closing price on November 2, and a premium of approximately 72.8% over RR Donnelley's closing price on October 11.

For the period ended October 11, 2021, the price is also approximately 64.1% higher than RR Donnelley's 60-day volume-weighted average price.

RR Donnelley had rejected an acquisition at a higher premium

John Pope, Chairman of the RR Donnelley board of directors, said: "After careful and thorough analysis, the RR Donnelley board believes that this transaction, which delivers an immediate premium and certain cash value, is in the best interests of RR Donnelley and our shareholders. We look forward to working with Atlas to complete this value-enhancing transaction."

Dan Knotts, President and Chief Executive Officer of RR Donnelley, added: "Today's announcement represents an exciting next stage in the RR Donnelley journey. This transaction is a true testament to our outstanding employees, whose passion and dedication to serving customers have helped us build the company into the industry-leading marketing and business communications company it is today."

"Under our new ownership structure, they will gain more career development opportunities in the future," Dan Knotts said.

Earlier today, before Atlas Holdings announced the acquisition, Chatham Asset Management, RR Donnelley's largest investor, had raised its offer to acquire the remaining shares of the company from $9 per share in cash to $9.50, above its October offer of $7.50 per share in cash.

Atlas Holdings, with annual revenue of $10 billion, previously acquired LSC Communications

Atlas Holdings was founded in 2002 by Tim Fazio and Andrew Bursky. At the outset, they acquired a small paper mill in Indiana and employed 85 people.

The company and its affiliates currently own and operate 23 platform companies, which employ about 40,000 people at more than 250 facilities worldwide and generate about $10 billion in revenue each year.

RR Donnelley was created in 2016 by a three-way split of the "old" RR Donnelley Group, with LSC Communications and Do

nnelley Financial Solutions split off into separate entities. LSC Communications was acquired by Atlas Holdings in 2020. The US-based printing company, with turnover of $3.3 billion, entered bankruptcy protection in the spring of 2020. Perhaps it was this acquisition that made Atlas Holdings determined to acquire RR Donnelley.

In the 2020 "Printing Impressions 350" ranking of North American printing companies by the US magazine Printing Impressions, RR Donnelley ranked first with sales revenue of $5.5 billion, down 3% year on year, while LSC Communications ranked third with sales revenue of $2.845 billion, down 22% year on year.

Fazio, co-founder and managing partner of Atlas, said: "Atlas is a trusted partner to companies that have a strong track record of innovation and customer service, as well as clear opportunities for continued growth."

"And that is exactly what we see in RR Donnelley. We look forward to working with RR Donnelley's talented and experienced team, and we welcome our RR Donnelley colleagues to the Atlas family."

RR Donnelley said that, under the terms of the merger agreement, it may solicit additional acquisition proposals from third parties within 25 days after the merger agreement is signed.

Buoyed by the positive news, RR Donnelley's share price rose nearly 40%

RR Donnelley also announced its third-quarter financial results. The results showed that RR Donnelley's net sales for the third quarter of fiscal 2020 increased 6.4% to $1.27 billion.

Before the COVID-19 pandemic, RR Donnelley had put in place a so-called "poison pill" plan designed to prevent anyone from gaining "undue influence or control" over the company without the approval of the board of directors.

RR Donnelley shares rose nearly 40% to $9.23 before the start of trading on November 3.

——This article is reprinted from China Packaging Network (pack.cn). Original link: http://news.pack.cn/show-378611.html