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R.R. Donnelley Says Stockholder Rights Plan Does Not Inhibit Chatham's Dialogue

Responding to Chatham Asset Management's letter, R.R. Donnelley & Sons Co. (RRD) said that stockholder rights plan does not inhibit Chatham's dialogue with RRD.

R.R. Donnelley said it has met or communicated with representatives of Chatham on at least five occasions over the last couple of years. The adoption of the Plan does not preclude Chatham or other investors from engaging in uninhibited discussions with management, but since adoption of the Plan in August, the company has not heard from Chatham.

Earlier today, Chatham Asset Management, in its letter to RRD's Board of Directors, urged the company to immediately rescind the restrictive Rights Agreement or the "Poison Pill" adopted by the company as of August 28, 2019.

Chatham Asset Management, which owns about 12.9% of the company's outstanding common stock, said that the Poison Pill threatens the fundamental rights of stockholders to engage the Board and management on matters critical to the company's financial condition and prospects. The Poison Pill serves no legitimate corporate purpose and is contrary to the interests of both the Company and its stockholders.

Chatham said it is willing to meet with the Board to discuss Chatham's concerns about the Poison Pill, but it reserves the right to seek whatever remedies are available if its concerns are not resolved.

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