R.R. Donnelley accepts $2.3 billion Chatham offer

CHICAGO - R.R. Donnelley & Sons Co. said it has entered into a definitive merger agreement to be acquired by affiliates of Chatham Asset Management LLC, a leading private investment firm, in an all-cash transaction with a total enterprise value of approximately $2.3 billion and total equity value of approximately $897 million.

RRD Wednesday also announced it has terminated its previously announced merger agreement with affiliates of Atlas Holdings, reached on Nov. 3 and amended on Dec. 9, in which affiliates of Atlas had agreed to acquire RRD for $10.35 per share in cash.

The Chatham merger agreement has been unanimously approved by the RRD board of directors. Under the terms of the Chatham merger, an affiliate of Chatham will acquire all of the RRD common stock not already owned by affiliates of Chatham for $10.85 per share in cash. The purchase price represents a premium of 4.8% over $10.35, the price per share of RRD common stock under the amended Atlas merger agreement.

"This transaction, which follows a robust and thorough process, is a recognition of the enormous value created by our talented employees, whose passion and dedication to the success of RRD and our clients has enabled us to achieve this important milestone," said Dan Knotts, RRD president and chief executive officer.

"Under Chatham's ownership, I expect that RRD will remain an industry leading marketing and business communications company, with enhanced resources and flexibility, to effectively meet the evolving needs of our clients," he said.