Courier Determines R.R. Donnelley Proposal Likely To Result In Superior Proposal

(RTTNews) - Courier Corp. (CRRC) announced Wednesday that its Board has reasonably determined that the non-binding, unsolicited proposal from R.R. Donnelley & Sons Company (RRD) to acquire the Company for $23.00 per share in cash or RR Donnelley common stock is reasonably likely to result in a "Superior Proposal" as defined in Courier's merger agreement with Quad/Graphics Inc. (QUAD).

As previously indicated, the RR Donnelly proposal is subject to proration in the event that Courier shareholders elect to receive more than approximately 49% cash or more than approximately 51% stock, and is subject to, among other things, various closing conditions, Courier shareholder approval and regulatory approvals.

Under the Quad/Graphics agreement, the Courier Board's determination allows Courier to provide information to and conduct discussions and negotiations with RR Donnelley, but does not allow Courier to terminate its agreement with Quad/Graphics or enter into any other agreement with RR Donnelley. Courier noted that its board has not determined that RR Donnelley's proposal in fact constitutes a Superior Proposal under the existing merger agreement with Quad/Graphics and has not changed its recommendation in support of the merger with Quad/Graphics.

On January 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics, 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.