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Chatham Offers To Acquire RRD For $9.10/shr; To Increase Offer On Elimination Of Termination Fee

Chatham Asset Management, LLC, the largest stockholder and debtholder of R.R. Donnelley & Sons Company (RRD), has submitted a fully-financed all-cash offer to acquire all of the common stock of RRD not already owned by Chatham at a price equal to $9.10 per share. The offer is supported by a debt commitment letter led by Jefferies Finance LLC in an aggregate amount of up to $1.675 billion.

"To the extent the termination fee and expense reimbursement payable under the Agreement and Plan of Merger between the company and affiliates of Atlas is eliminated, we are prepared to increase our offer to $9.34 per share," Chatham noted.

Chatham said its offer is worth approximately $47.9 million to $67.9 million more than Atlas' offer to acquire RRD for $8.52 per share, depending on the elimination of the termination fee, and is not conditioned on any further diligence.

Also, Chatham has filed a lawsuit against the Board and Atlas. Specifically, Chatham is requesting the Court declare the Atlas termination fee and certain other provisions of the Atlas Merger Agreement unenforceable.

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