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Courier Board of Directors Determines Proposal from RRD Reasonably Likely to Result in a "Superior Proposal"

Thursday, January 29, 2015

Press release from the issuing company

Courier to Begin Discussions with RR Donnelley

NORTH CHELMSFORD, Mass. - Courier Corporation (Nasdaq: CRRC), one of America’s leading innovators in book manufacturing, publishing and content management, announced today that its Board of Directors has reasonably determined in good faith, after consultation with its independent legal and financial advisors, that the 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 is reasonably likely to result in a “Superior Proposal” as defined in Courier’s merger agreement with Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”). As previously announced, 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’s 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.

There can be no assurance that the discussions with RR Donnelley will result in the Courier Board’s determination that the RR Donnelley proposal is a Superior Proposal or the consummation of a transaction that is superior to the pending transaction with Quad/Graphics or that the terms of any new transaction will be the same as those reflected in RR Donnelley’s proposal.

As announced on January 16, 2015, Courier entered into a definitive merger agreement withQuad/Graphics, a leading global printer, 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.

Courier will have no further comment on RR Donnelley’s proposal until the Board has completed discussions and/or negotiations with RR Donnelley.

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

 

Discussion

By John Zarwan on Jan 29, 2015

"Board of Directors has reasonably determined ... [that the] proposal from R.R. Donnelley & Sons Company ... is reasonably likely to result in a “Superior Proposal” as defined in Courier’s merger agreement with Quad/Graphics...

"Courier’s Board has not determined that RR Donnelley’s proposal in fact constitutes a Superior Proposal

 

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