Courier Corporation (Nasdaq: CRRC), a leader in digital printing, publishing and content management in the United States specializing in educational, religious and trade books, announced today that it has terminated its previously announced merger agreement with Quad/Graphics, Inc. (NYSE: QUAD).
In addition, as separately announced today, Courier and R.R. Donnelley & Sons Company (NASDAQ: RRD) have signed a definitive agreement by which RR Donnelley will acquire Courier for $23.00 per share in cash or 1.3756 RR Donnelley common shares, subject to pro ration so that a total of 8.0 million shares of RR Donnelley common stock, representing approximately 51% of the total merger consideration, will be issued in the merger.
As previously announced, on January 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics under which Quad/Graphics would acquire Courier in a cash and stock transaction with a total purchase price of $20.50 per share. On January 27, 2015, Courier announced that it had received a non-binding, unsolicited proposal from RR Donnelley to acquire Courier for $23.00 per share in cash and RR Donnelley common stock. On January 28, 2015, Courier announced that its Board of Directors had determined that the RR Donnelley proposal was reasonably likely to result in a "Superior Proposal" as defined in the Quad/Graphics merger agreement.
Following discussions with RR Donnelley and consistent with its fiduciary duties, Courier's Board of Directors, in consultation with its independent legal and financial advisors, carefully reviewed and considered the RR Donnelley proposal. In accordance with the Quad/Graphics merger agreement, Courier provided Quad/Graphics with the opportunity to match the RR Donnelley proposal. Quad/Graphics declined to make any new proposal and the Courier Board unanimously determined that the RR Donnelley proposal constituted a "Superior Proposal" as defined under the Quad/Graphics merger agreement.
In accordance with the Quad/Graphics merger agreement, simultaneous with termination of the agreement, Courier paid Quad/Graphics a $10 million termination fee. Under the terms of the RR Donnelley merger agreement, Courier will be reimbursed by RR Donnelley for the entire $10 million fee payment.
James F. Conway III, Courier's Chairman, President and CEO, stated: "After a careful evaluation process, the Courier Board determined that the RR Donnelley transaction provides superior value to Courier shareholders and important benefits to our customers and employees."
Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to Courier Corporation, and Goodwin Procter LLP is serving as legal counsel.
www.courer.com
