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RR Donnelley to Acquire Courier Corporation

Press release from the issuing company

Enhances Content Management, Digital Print and Distribution Capabilities

CHICAGO & NORTH CHELMSFORD, Mass. - R. R. Donnelley & Sons Company (NASDAQ: RRD) and Courier Corporation (NASDAQ: CRRC) jointly announced today that they have signed a definitive agreement by which RR Donnelley will acquireCourier Corporation, a leader in digital printing, publishing and content management in the United States specializing in educational, religious and trade books. The agreement has been approved by each company's Board of Directors.

Under the terms of the transaction, Courier's shareholders will have the option to elect to receive either $23.00 in cash or 1.3756 RR Donnelley common shares for each outstanding share of Courier they own. Such elections are subject to pro ration so that a total of 8.0 million shares of RR Donnelley common stock will be issued in the merger. Based on the closing trading price of RR Donnelley's common stock on the NASDAQ on February 4, 2015, the merger consideration represents a mix of approximately 49% cash and 51% stock, and a total transaction value of approximately $261 million, plus the assumption of Courier's net debt and payout of outstanding equity awards.

The acquisition is expected to be both deleveraging and accretive to RR Donnelley's non-GAAP earnings per diluted share within 12 months following the closing of the transaction, which is expected to occur in the second half of 2015. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval of Courier's shareholders.

"This combination represents the next chapter in two long-running success stories woven together by a similar set of core values and operational excellence," said Thomas J. Quinlan III, RR Donnelley's President and Chief Executive Officer. "Our two organizations have a longstanding history of offering industry-leading solutions to our customers. We look forward to working with Jim Conway and his team in continuing that tradition."

"By adding our digital printing and content management capabilities to RR Donnelley's current business, we will be even better positioned to meet our collective customers' needs," said James F. Conway III, Courier's Chairman, President and Chief Executive Officer. "Our customers can also continue to count on the same level of exceptional service, and our employees will benefit from greater opportunities for professional growth and development. We are excited by the opportunities created by this combination and look forward to working with RR Donnelley to fulfill them."


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