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Donnelley & Sons signs deal to become an Atlas company

CHICAGO — R.R. Donnelley & Sons Co. Wednesday said it has entered into a definitive merger agreement to be acquired by affiliates of Atlas Holdings LLC, which operates a global family of manufacturing and distribution businesses.

The merger will be an all-cash transaction with a total enterprise value of about $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 about 29% over RRD's closing price on Tuesday, Nov. 2.

The offer is also about 73% over RRD's closing share price on Oct. 11, the last trading day prior to the announcement of a nonbinding offer by Chatham Asset Management LLC.

“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,” said John Pope, RRD chairman of the board of directors.

Under the terms of the merger agreement, RRD may solicit additional acquisition proposals from third parties for a period of 25 calendar days from the signing of the merger agreement. The transaction is expected to close in the first half of 2022.

Headquartered in Greenwich, Connecticut and founded in 2002, Atlas and its affiliates own and operate 23 platform companies which employ approximately 40,000 associates across more than 250 facilities worldwide. Atlas operates in sectors such as aluminum processing, automotive, building materials, capital equipment, construction services, food manufacturing and distribution, packaging, paper, power generation, printing, pulp, supply chain management and wood products. Atlas' companies together generate approximately $10 billion in revenues annually.

RRD is a global provider of multichannel business communications services and marketing solutions. It has 30,000 clients and 33,000 employees across 28 countries.

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