R.R. Donnelley & Sons Company (RRD) announced the receipt of an update to the unsolicited non-binding “Alternative Acquisition Proposal” from the unnamed “Strategic Party.” On Jan. 3, the Strategic Party said it would deliver a “binding proposal” by Jan. 22. In lieu of submitting a binding proposal, the Strategic Party delivered the non-binding Updated Strategic Party Proposal, which provides for the following, among other terms and conditions:
- Value: Increases the offered price to $11.50 per share in cash. Previously, the offered price by the Strategic Party was $11.00 per share in cash.
- Due Diligence: States that the Strategic Party has substantially completed its financial, legal, tax and other due diligence on RRD and its business.
- Committed Financing and Timing: Does not include committed debt and equity financing and states that the Strategic Party requires an additional three weeks to obtain committed financing (February 8, 2022).
- Chatham-Related Covenants: Removes the previously included conditions to the execution of the proposed Strategic Party merger agreement that required Chatham to release and dismiss Chatham’s litigation and claims made against RRD, and to vote its shares of RRD common stock to approve the Strategic Party merger agreement.
- Non-Binding and Conditional: The Updated Strategic Party Proposal remains non-binding and subject to certain terms and conditions.
The RRD board said it is still subject to the Chatham Merger Agreement, which remains in effect until that agreement is terminated, according to a statement:
At this time, the Company remains subject to the Chatham Merger Agreement and is complying with the terms and conditions of the Chatham Merger Agreement, which remain in effect unless and until the Chatham Merger Agreement is terminated. Accordingly, subject to and as required by the Chatham Merger Agreement, the Board has not made a “Change of Recommendation” (as defined in the Chatham Merger Agreement), reaffirms its recommendation of the Chatham Merger Agreement and rejects all “Alternative Acquisition Agreements” (as defined in the Chatham Merger Agreement). In addition, as required by the Chatham Merger Agreement, the Company expects to file a definitive proxy statement in respect of the transactions contemplated by the Chatham Merger Agreement on January 21, 2022. RRD expects to schedule the special meeting of stockholders for purposes of voting on the Chatham Merger Agreement and the transactions contemplated thereby on February 23, 2022.