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RR Donnelley Agrees to Acquire Poligrafia S.A., Polish Printer

Press release from the issuing company

WARSAW, Poland and CHICAGO, Aug. 11 -- R.R. Donnelley & Sons Company today announced a tender offer for 100% of the approximately 5.3 million outstanding ordinary shares of Poligrafia S.A., a public company listed on the Warsaw Stock Exchange, at a price per share of 32.67 PLN (the equivalent of 8.10 EUR, calculated as of the opening of business in Warsaw on the date of the announcement of the tender using the National Bank of Poland published exchange rate). In connection with the tender offer, RR Donnelley has signed a definitive agreement to acquire approximately 56.2% of the outstanding Poligrafia shares from Baring CEF Investments IV Limited. RR Donnelley plans to acquire all of the outstanding ordinary shares of Poligrafia and expects to complete the transactions expeditiously. "Adding Poligrafia's respected capabilities to our platform will increase the flexibility and scale of our already strong Central European operations," said Mark A. Angelson, RR Donnelley Chief Executive Officer. "This combination will enhance manufacturing efficiencies and enable us to serve a larger and broader mix of customers in this important region." Poligrafia is the third largest printer of magazines, catalogs, retail inserts and books in Poland. It will become part of RR Donnelley's European platform, which already includes one of Poland's leading long-run commercial printing operations. "RR Donnelley's decision to build its own manufacturing plants in Poland more than 10 years ago was based in large part on the availability of a highly skilled and educated work force, opportunities for growth, and Poland's central location in Europe," stated John R. Paloian, RR Donnelley Group President, Publishing & Retail Services. "The result has been very beneficial to our customers and, as we integrate Poligrafia into our European platform, Poligrafia's customers will enjoy the advantages of the full complement of RR Donnelley's services and capabilities." "The acquisition of Poligrafia substantially strengthens RR Donnelley's capabilities and scope, and reinforces our position as a leading supplier of print and print-related services in Europe," added Paul A. Masterton, President, RR Donnelley Europe. Jacek Pogonowski, a partner at Baring Corilius Private Equity and Chairman of the Poligrafia Supervisory Board, noted, "Barings has been pleased to have been associated with the rapid growth of Poligrafia over the past years. I am pleased that Poligrafia will achieve a truly international scale as part of RR Donnelley."