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Courier Confirms Receipt of Unsolicited Proposal From R.R. Donnelley & Sons Company

Wednesday, January 28, 2015

Press release from the issuing company

NORTH CHELMSFORD, Mass. - Courier Corporation (Nasdaq: CRRC), one of America’s leading innovators in book manufacturing, publishing and content management, announced today that it has received a non-binding, unsolicited proposal from R.R. Donnelley & Sons Company (Nasdaq: 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. The RR Donnelley proposal is subject to, among other things, various closing conditions, Courier shareholder approval and regulatory approvals.

Consistent with its fiduciary duties, Courier’s Board of Directors, in consultation with its independent legal and financial advisors, will carefully review and consider the RR Donnelley proposal.

As announced on January 16, 2015, Courier entered into a definitive merger agreement withQuad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”), a leading global printer, under whichQuad/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 withQuad/Graphics.

Courier will have no further comment on RR Donnelley’s proposal until the Board has completed its review.

Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to Courier Corporation, and Goodwin Procter LLP is serving as legal counsel.

 

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