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CHICAGO & NORTH CHELMSFORD, Mass.--(BUSINESS WIRE)--R. R. Donnelley & Sons company
(NASDAQ: RRD) and Courier
Corporation (NASDAQ: CRRC) jointly announced these days that they have
signed any definitive agreement by simply that RR Donnelley will acquire Courier
Corporation, the leader throughout digital printing, publishing along with content
management in the United States Involving America specializing throughout educational, religious
as parcel collection london well as trade books. The Particular agreement continues for you to be
approved by each company's Board
regarding Directors.
Below the particular regards to the transaction, Courier's shareholders will possess the
alternative to end up being able to elect to end up being able to get either $23.00 within cash or
even 1.3756 RR Donnelley
common shares pertaining to each outstanding talk about associated with Courier they own. Such
elections are topic for you to pro ration to ensure that the total of 8.0 million
shares associated with RR Donnelley common stock will possibly be issued within the merger. Based
around the closing trading expense of RR Donnelley's widespread stock on the
NASDAQ upon February 4, 2015, the particular merger thought represents the mix of
approximately 49% money along with 51% stock, plus a total transaction worth of
approximately $261 million, as well as the assumption regarding Courier's net financial debt
along with payout associated with outstanding equity awards.
Your acquisition is anticipated to become both deleveraging as well as accretive in order to RR
Donnelley's non-GAAP earnings per diluted talk about inside 12 months
next your closing in the transaction, that is expected in order to occur in
the next 50 % of 2015. The Actual completion in the transaction is topic to be able to
customary closing conditions, which includes regulatory approval and also approval
regarding Courier's shareholders.
"This combination represents the subsequent chapter within two long-running
success stories woven with every single other by a comparable pair of core values and also
operational excellence," said Thomas J. Quinlan III, RR Donnelley's
President as well as Chief Executive Officer. "Our a couple of organizations possess a
longstanding good popularity for offering industry-leading options to our
customers. We look forward for you to working together with Jim Conway and the team inside
continuing that tradition."
"By adding our digital printing as well as content material management capabilities for you to
RR Donnelley's existing business, we will possibly be even better positioned in order to
meet our collective customers' needs," said James F. Conway III,
Courier's Chairman, President as well as Chief Executive Officer. "Our
clients may also always count on the exact same amount of exceptional
service, and also our employees will benefit from higher possibilities pertaining to
professional growth and also development. We're excited from the opportunities
created by this mixture and look forward in order to operating together with RR
Donnelley to fulfill them."
Concerning RR Donnelley
minimize costs, drive top-line growth, enhance ROI and also increase
compliance. Drawing on the range of proprietary as well as commercially obtainable
digital along with conventional technologies deployed across four continents,
the company employs the suite of leading Internet-based capabilities and also
some other resources to supply premedia, printing, logistics as well as enterprise
procedure outsourcing services for you to customers inside virtually every private and
public sector.
With Regard To more information, and for RR Donnelley's Global Social
Duty Report, visit the company's internet site at http://www.rrdonnelley.com.
about Courier
Courier Corporation is among America's significant e-book manufacturers as well
as a leader throughout content material management and also customization in new and
conventional media. Furthermore, it publishes books beneath 2 brand names offering
award-winning content and thousands of titles. Founded throughout 1824, Courier
will be headquartered within North Chelmsford, Massachusetts. Regarding a lot more
information, visit www.courier.com.
Extra Details as well as where To Locate It
This particular information launch relates into a proposed transaction in between RR Donnelley
as well as Courier, which will get to become the subject of your registration statement
upon Form S-4 along with proxy statement/prospectus forming a component thereof, being
filed with most the SEC through RR Donnelley as well as Courier. This specific document is not
really a
substitute for your registration statement along with proxy statement/prospectus
that will RR Donnelley and also Courier will file with the SEC or even every other
documents that will RR Donnelley or Courier could file using the SEC as well as send to
shareholders associated with Courier in connection with almost all the proposed transaction.
beneath "Risk Factors" throughout Courier's Form 10-K for the fiscal yr ended
September 27, 2014 and in Courier's subsequent filings using the SEC and also
inside some other investor communications involving Courier through time for you personally to
time. RR
Donnelley along with Courier do not necessarily undertake to become able to and also particularly
decline just about any
obligation for you to publicly launch the outcomes associated with any kind of revisions to those
forward-looking statements that could be made to end up being able to reflect long term events as
well as
circumstances following the date associated with such statement or reflect your
occurrence regarding anticipated or perhaps unanticipated events.
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