Hart-Scott-Rodino Waiting Period Expires for RR Donnelley Acquisition of Courier Corporation
24 March 2015 - 9:30PM
R. R. Donnelley & Sons Company (Nasdaq:RRD)
and Courier Corporation (Nasdaq:CRRC) jointly
announced today the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") in
connection with the previously announced merger agreement under
which RR Donnelley will acquire all of the outstanding common stock
of Courier Corporation. The waiting period expired on Monday, March
23.
Expiration of the HSR waiting period satisfies one of the
conditions to the closing of the proposed merger, which remains
subject to approval by the shareholders of Courier Corporation and
other customary closing conditions. The transaction is expected to
close in the second quarter of 2015.
About RR Donnelley
RR Donnelley (Nasdaq:RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
increase compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet-based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
About Courier
Courier Corporation is one of America's major book manufacturers
as well as a leader in content management and customization in new
and traditional media. It also publishes books under two brands
offering award-winning content and thousands of titles. Founded in
1824, Courier is headquartered in North Chelmsford, Massachusetts.
For more information, visit www.courier.com.
Additional Information and Where To Find It
This news release relates to a proposed transaction between RR
Donnelley and Courier. In connection with the proposed transaction,
RR Donnelley has filed a registration statement on Form S-4 with
the SEC, which includes a preliminary proxy statement/prospectus.
Courier will deliver a definitive proxy statement/prospectus to
Courier shareholders. This news release is not a substitute for the
registration statement, proxy statement/prospectus or any other
documents that RR Donnelley or Courier may file with the SEC or
send to shareholders of Courier in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF COURIER ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED BY RR DONNELLEY OR COURIER
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the registration statement, the proxy
statement/prospectus and other relevant documents filed or that
will be filed by RR Donnelley or Courier with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the
registration statement, proxy statement/prospectus and other
relevant documents filed by RR Donnelley with the SEC are available
free of charge on RR Donnelley's internet website at
http://investor.rrd.com/sec.cfm or by contacting RR Donnelley's
Investor Relations Department at (800) 742-4455. Copies of the
proxy statement/prospectus and other relevant documents filed by
Courier with the SEC are available free of charge on Courier's
internet website at www.courier.com or by contacting Courier
Investor Relations at investorrelations@courier.com.
No Offer Or Solicitation
This news release does not constitute an offer to sell, or an
invitation to subscribe for, purchase or exchange, any securities
or the solicitation of any vote or approval in any jurisdiction,
nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
Participants in the Solicitation
RR Donnelley, Courier, and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from shareholders of Courier in connection
with the proposed transaction. Information about the directors and
executive officers of Courier is set forth in Amendment No. 1 to
its Annual Report on Form 10-K for the year ended September 27,
2014, which was filed with the SEC on Form 10-K/A on January 26,
2015 and in its proxy statement for its 2015 annual meeting of
shareholders, which was filed with the SEC on February 17, 2015.
Information about the directors and executive officers of RR
Donnelley is set forth in its proxy statement for its 2014 annual
meeting of stockholders, which was filed with the SEC on April 15,
2014. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
proxy statement/prospectus and other relevant materials to be filed
with the SEC.
Use of Forward-Looking Statements
This news release includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
Section 21E of the Securities Exchange Act of 1934, as amended,
including with respect to the business, strategy and plans of RR
Donnelley and Courier, their expectations relating to the proposed
transaction and their future financial condition and performance,
including estimated synergies. Statements that are not historical
facts, including statements about RR Donnelley or Courier
managements' beliefs and expectations, are forward-looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. While RR Donnelley and Courier
believe these expectations, assumptions, estimates and projections
are reasonable, such forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond RR Donnelley's or Courier's control. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon future
circumstances that may or may not occur. Actual results may differ
materially from RR Donnelley's and Courier's current expectations
depending upon a number of factors affecting their businesses and
risks associated with the successful execution and integration of
the proposed transaction and the performance of their businesses
following such transaction. These factors include, among others,
successful completion of the proposed transaction, the ability to
implement plans for the integration of the proposed transaction and
the receipt of required approvals for the proposed transaction, and
such other risks and uncertainties detailed in RRD's and Courier's
respective periodic public filings with the SEC, including but not
limited to those discussed (i) under "Risk Factors" in RRD's Form
10-K for the fiscal year ended December 31, 2014, in RRD's
subsequent filings with the SEC and in other investor
communications of RRD from time to time and (ii) under "Risk
Factors" in Courier's Form 10-K for the fiscal year ended September
27, 2014 and in Courier's subsequent filings with the SEC and in
other investor communications of Courier from time to time. RR
Donnelley and Courier do not undertake to and specifically decline
any obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect future
events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
CONTACT: RR Donnelley Contacts:
Media Contact: Phyllis Burgee
Director Communications:
Tel: +1 630-322-6093
E-mail: phyllis.burgee@rrd.com
Investor Contact: Dave Gardella, Senior Vice President
Finance: Tel: +1 312-326-8155
E-mail: david.a.gardella@rrd.com
Courier Corporation Contacts:
Media Contact: Joele Frank
Wilkinson Brimmer Katcher
Averell Withers or Nick Leasure
Tel: +1 212-355-4449
Investor Contact: Peter M. Folger, Senior Vice President
and Chief Financial Officer:
Tel: +1 978-251-6000
E-mail: investorrelations@courier.com
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