CHICAGO – R.R. Donnelley & Sons Company (“RRD” or the “Company”) announced today that its Board of Directors (the “Board”) unanimously determined that an unsolicited proposal from Chatham Asset Management, LLC (“Chatham”) to acquire all of the common stock of the Company not already owned by Chatham and its affiliates for $10.25 per share in cash (the “Chatham Proposal”) constitutes a “Superior Proposal” as defined in the Company’s previously announced definitive merger agreement with affiliates of Atlas Holdings LLC (“Atlas”), dated as of November 3, 2021 (the “Atlas Merger Agreement”). Under the terms of the Atlas Merger Agreement, affiliates of Atlas have agreed to acquire the Company for $8.52 per share in cash.

RRD has notified Atlas of the Board’s determination that the Chatham Proposal constitutes a Superior Proposal and that RRD intends to terminate the Atlas Merger Agreement for the purpose of entering into a definitive merger agreement with affiliates of Chatham. Pursuant to the Atlas Merger Agreement, Atlas has the opportunity through December 7, 2021 (the “Negotiation Period”) to negotiate an amendment of the Atlas Merger Agreement such that the Chatham Proposal would no longer constitute a Superior Proposal. RRD intends, and is required under the Atlas Merger Agreement, to negotiate in good faith any adjustments or revisions to the terms and conditions of the Atlas Merger Agreement proposed by Atlas. RRD is not permitted to terminate the Atlas Merger Agreement or enter into a definitive merger agreement with affiliates of Chatham during the Negotiation Period.

Under the Atlas Merger Agreement, the Company is required to pay a $20 million termination fee and expense reimbursement to Atlas if the Company terminates the Atlas Merger Agreement in order to enter into a definitive merger agreement with affiliates of Chatham as described herein. Chatham has agreed to pay the termination fee and expense reimbursement to Atlas on the Company’s behalf in such event. Under the terms of the Chatham Proposal, the Company would be required to repay Chatham for such termination fee and expense reimbursement under certain circumstances in connection with a termination of the proposed definitive merger agreement with affiliates of Chatham.

At this time, the Company remains subject to the Atlas Merger Agreement and is complying with the terms and conditions of the Atlas Merger Agreement, which remains in effect unless and until the Atlas Merger Agreement is terminated. Accordingly, subject to and as required by the Atlas Merger Agreement, the Board has not made a “Change of Recommendation” (as defined in the Atlas Merger Agreement), reaffirms its recommendation of the Atlas Merger Agreement and rejects all “Alternative Acquisition Agreements” (as defined in the Atlas Merger Agreement). There can be no assurance that Atlas will seek to negotiate with RRD or will make a revised proposal. The Company does not intend to disclose developments with respect to this process unless and until it determines it is appropriate to do so, subject to the terms of the Atlas Merger Agreement.

The foregoing description of the Atlas Merger Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Atlas Merger Agreement, which RRD has filed on Form 8-K.

Centerview Partners LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to RRD.