RR Donnelley to Acquire Courier Corporation

RR Donnelley to Acquire Courier Corporation

CHICAGO & NORTH CHELMSFORD, Mass.--(BUSINESS WIRE)--R. R. Donnelley & Sons company(NASDAQ: RRD) and Courier

Corporation (NASDAQ: CRRC) jointly announced these days that they have

signed any definitive agreement by simply that RR Donnelley will acquire Courier

Corporation, the leader throughout digital printing, publishing along with content

management in the United States Involving America specializing throughout educational, religious

as parcel collection london well as trade books. The Particular agreement continues for you to beapproved by each company's Board

regarding Directors.

Below the particular regards to the transaction, Courier's shareholders will possess the

alternative to end up being able to elect to end up being able to get either $23.00 within cash oreven 1.3756 RR Donnelley

common shares pertaining to each outstanding talk about associated with Courier they own. Such

elections are topic for you to pro ration to ensure that the total of 8.0 million

shares associated with RR Donnelley common stock will possibly be issued within the merger. Based

around the closing trading expense of RR Donnelley's widespread stock on the

NASDAQ upon February 4, 2015, the particular merger thought represents the mix of

approximately 49% money along with 51% stock, plus a total transaction worth of

approximately $261 million, as well as the assumption regarding Courier's net financial debt

along with payout associated with outstanding equity awards.

Your acquisition is anticipated to become both deleveraging as well as accretive in order to RR

Donnelley's non-GAAP earnings per diluted talk about inside 12 months

next your closing in the transaction, that is expected in order to occur in

the next 50 % of 2015. The Actual completion in the transaction is topic to be able to

customary closing conditions, which includes regulatory approval and also approval

regarding Courier's shareholders.

"This combination represents the subsequent chapter within two long-running

success stories woven with every single other by a comparable pair of core values and also

operational excellence," said Thomas J. Quinlan III, RR Donnelley's

President as well as Chief Executive Officer. "Our a couple of organizations possess a

longstanding good popularity for offering industry-leading options to our

customers. We look forward for you to working together with Jim Conway and the team inside

continuing that tradition."

"By adding our digital printing as well as content material management capabilities for you to

RR Donnelley's existing business, we will possibly be even better positioned in order to

meet our collective customers' needs," said James F. Conway III,

Courier's Chairman, President as well as Chief Executive Officer. "Our

clients may also always count on the exact same amount of exceptional

service, and also our employees will benefit from higher possibilities pertaining to

professional growth and also development. We're excited from the opportunities

created by this mixture and look forward in order to operating together with RR

Donnelley to fulfill them."

Concerning RR Donnelley

RR Donnelley (NASDAQ: RRD) is a global provider involving integrated

communications. The Actual company works collaboratively along with greater than 60,000

clients worldwide to develop custom communications solutions in which

minimize costs, drive top-line growth, enhance ROI and also increase

compliance. Drawing on the range of proprietary as well as commercially obtainable

digital along with conventional technologies deployed across four continents,

the company employs the suite of leading Internet-based capabilities and also

some other resources to supply premedia, printing, logistics as well as enterprise

procedure outsourcing services for you to customers inside virtually every private and

public sector.

With Regard To more information, and for RR Donnelley's Global Social

Duty Report, visit the company's internet site at http://www.rrdonnelley.com.

about Courier

Courier Corporation is among America's significant e-book manufacturers as well

as a leader throughout content material management and also customization in new and

conventional media. Furthermore, it publishes books beneath 2 brand names offering

award-winning content and thousands of titles. Founded throughout 1824, Courier

will be headquartered within North Chelmsford, Massachusetts. Regarding a lot more

information, visit www.courier.com.

Extra Details as well as where To Locate It

This particular information launch relates into a proposed transaction in between RR Donnelley

as well as Courier, which will get to become the subject of your registration statement

upon Form S-4 along with proxy statement/prospectus forming a component thereof, being

filed with most the SEC through RR Donnelley as well as Courier. This specific document is notreally a

substitute for your registration statement along with proxy statement/prospectus

that will RR Donnelley and also Courier will file with the SEC or even every other

documents that will RR Donnelley or Courier could file using the SEC as well as send to

shareholders associated with Courier in connection with almost all the proposed transaction.

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF

COURIER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY

STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL

BE FILED BY RR DONNELLEY OR COURIER WITH THE SEC CAREFULLY AND IN THEIR

ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and also security holders will most likely be capable of obtain free of charge illegal copiesof the

registration statement, the particular proxy statement/prospectus (when available)

and other relevant documents filed as well as that will will be filed by RR Donnelley

as well as Courier with the SEC via the site maintained through the SEC with http://www.sec.gov.

copies of the registration statement, proxy statement/prospectus as well as

some other relevant documents filed simply by RR Donnelley with the SEC is going to be

available free from charge on RR Donnelley's world wide web site withhttp://investor.rrd.com/sec.cfm

or perhaps simply by calling RR Donnelley's Investor Relations Department at (800)

742-4455. Duplicates in the proxy statement/prospectus and other relevant

documents filed through Courier with just about all the SEC is likely to be accessible free of cost

on Courier's world wide web website from www.courier.com

as well as through calling Courier Investor Relations at [email protected].

no Supply or Solicitation

This kind of information launch doesn't constitute a deal in order to sell, or even an invitation

to subscribe for, purchase or exchange, just about any securities or the

solicitation associated with any vote or approval in any jurisdiction, nor shall

there become any kind of sale, issuance, exchange or even transfer in the securities

referred to within this announcement in any jurisdiction inside contravention associated with

applicable law.

Contributors in the Solicitation

RR Donnelley, Courier, and their respective directors and executive

officers may be considered participants within the solicitation of proxies

via shareholders of Courier within connection using the proposed

transaction. Info in regards to the directors along with executive officers regarding

Courier is placed forth in Amendment No. 1 to its Annual Document about Form

10-K for the year ended September 27, 2014, that had been filed using the SEC

about Form 10-K/A in January 26, 2015.. Info in regards in order to the directors and also

executive officers regarding RR Donnelley is set forth throughout its proxy statement

pertaining to its 2014 annual meeting regarding stockholders, that had been filed with the

SEC on April 15, 2014. Additional specifics of the actual individuals inside

the actual proxy solicitation and a description regarding their own immediate along with indirect

interests, by simply security holdings or even otherwise, will be contained inside the

proxy statement/prospectus as well as other relevant supplies to be filed using

the particular SEC once they become available.

Use regarding Forward-Looking Statements

This news release consists of specific "forward-looking statements" within

the meaning of, as well as topic for the safe harbor produced by, Section 21E

in the Securities Exchange Act of 1934, as amended, such as using

respect to the business, strategy and plans involving RR Donnelley and Courier,

his or her anticipations relating to the proposed transaction in inclusion to be able to their long term

economic situation and performance, which includes estimated synergies.

Statements which usually tend to be not historical facts, including statements about RR

Donnelley or even Courier managements' beliefs and expectations, tend to be

forward-looking statements. Phrases for example "believes", "anticipates",

"estimates", "expects", "intends", "aims", "potential", "will", "would",

"could", "considered", "likely", "estimate" and variations of these

words as well as similar future or perhaps conditional expressions are meant to

identify forward-looking statements yet aren't the particular exclusive method of

identifying such statements. Whilst RR Donnelley as well as Courier think

these expectations, assumptions, estimates and also projections tend to be

reasonable, such forward-looking statements are only predictions and also

involve identified and also unknown risks and also uncertainties, many involving which are

beyond RR Donnelley's or perhaps Courier's control. by their nature,

forward-looking statements involve risk as well as uncertainty simply because these people

connect with events as well as depend upon future circumstances which may or perhaps might

certainly not occur. actual results may vary materially coming from RR Donnelley's along with

Courier's existing anticipations dependant on the variety of elements

affecting their own businesses and risks connected using the successful

execution and integration with the proposed transaction and additionally the

performance associated with his or her organizations subsequent such transaction. These

factors include, among others, productive finalization in the proposed

transaction, a chance to implement plans for the integration of the

proposed transaction as well as the receipt involving necessary regulatory approvals

for the proposed transaction (including the approval of antitrust

authorities necessary to complete the particular proposed transaction), and such

additional risks and uncertainties comprehensive throughout RRD's and also Courier's respective

periodic public filings using the SEC, such as although not restricted to those

discussed (i) beneath "Risk Factors" inside http://www.aviewoncities.com/london.htm RRD's Form10-K for the fiscal

12 months ended December 31, 2013, throughout RRD's subsequent filings with the SEC

plus other investor communications involving RRD via time to some occasion and (ii)

beneath "Risk Factors" throughout Courier's Form 10-K for the fiscal yr ended

September 27, 2014 and in Courier's subsequent filings using the SEC and also

inside some other investor communications involving Courier through time for you personally totime. RR

Donnelley along with Courier do not necessarily undertake to become able to and also particularlydecline just about any

obligation for you to publicly launch the outcomes associated with any kind of revisions to those

forward-looking statements that could be made to end up being able to reflect long term events aswell as

circumstances following the date associated with such statement or reflect your

occurrence regarding anticipated or perhaps unanticipated events.

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