Courier Confirms Receipt Of Proposal From R.R. Donnelley & Sons - Quick Facts

(RTTNews) - Courier Corp. (CRRC) announced Tuesday that it has received a non-binding, unsolicited proposal from R.R. Donnelley & Sons Co. (RRD) to acquire the Company for $23.00 per share in cash or RR Donnelley common stock, subject to proration in the event that shareholders elect to receive more than approximately 49% cash or more than approximately 51% stock.

Courier noted that its board will carefully review and consider the RR Donnelley proposal.

The RR Donnelley proposal is subject to, among other things, various closing conditions, Courier shareholder approval and regulatory approvals.

As announced on January 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics Inc. (QUAD), under which Quad/Graphics will acquire Courier in a cash and stock transaction. Under the terms of the merger agreement, Courier shareholders will receive a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics Class A common stock, subject to proration in the event that shareholders elect to receive more than 54% cash or more than 46% stock.

In connection with its unanimous approval of the Quad/Graphics merger, Courier's Board of Directors voted to recommend that Courier shareholders approve the merger agreement. Courier's Board of Directors has not changed its recommendation in support of the merger with Quad/Graphics.

Courier noted that it will have no further comment on RR Donnelley's proposal until the Board has completed its review.