R.R. Donnelley’s Investor Chatham Seeks to Buy Rest of Firm
(Bloomberg) -- R.R. Donnelley & Sons Co.’s biggest shareholder is proposing to acquire the outstanding shares that it doesn’t already own in a deal that would value the printing and information services company at about $546 million.
Chatham Asset Management said in a letter to R.R. Donnelley’s board Tuesday it was prepared to pay $7.50 a share for the company, which would be a 52% premium to its closing price Monday. Chatham said it owns roughly 15% of R.R. Donnelley’s common shares and the equivalent of more than 41% its outstanding bonds.
R.R. Donnelley’s shares rose 39% in trading Tuesday to $6.87 apiece in New York as of 11:45 a.m., giving the company a market value of $505 million.
Anthony Melchiorre, managing member of Chatham, said his firm has tried to engage with the company both publicly and privately since February 2020 on ways to improve shareholder value, including repeatedly calling for a strategic review and other operational and governance improvements.
“Despite our efforts, RRD does not appear capable of achieving full and fair value as a public company under the current board and management,” Melchiorre said in the letter, which was reviewed by Bloomberg. “Therefore, after significant consideration, we believe the company should be sold in order to maximize stockholder value.”
R.R. Donnelley confirmed in a statement it had received the unsolicited proposal from Chatham.
“Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisers, the RRD board of directors will carefully review and consider the Chatham proposal to determine the course of action that it believes is in the best interests of the company and RRD shareholders,” it said.
Under the terms of the proposal, Chatham would equitize or subordinate $575 million in debt that it owns and provide up to $250 million in new equity or subordinated capital to a new holding company. The deal would be subject to due diligence and board and regulatory approval, as well as other conditions, Melchiorre said.
Chatham is prepared to complete the due diligence within 60 days, and has obtained a “highly confident letter” from its financial adviser, Jefferies Financial Group Inc., to finance the deal, he said.
“We stand ready to engage meaningfully and constructively with the board and any special committee formed to evaluate our proposal to achieve a successful transaction in a quick and efficient manner,” Melchiorre said.
Chatham has pushed for several changes at the company, including for it to buy back shares and not implement or renew a so-called poison pill provision to discourage a takeover. In September, it said in another letter that it had proposed two new directors to the company’s board, and called for a new chairman to be appointed.
It also said it believed the company could be worth more than $13 a share if it were to sell non-core assets and implement other operational and governance changes.
Chicago-based R.R. Donnelley, which was founded in 1864, is a global provider of multichannel business communications services and marketing solutions, according to its website. It has roughly 30,000 clients and 33,000 employees across 28 countries, it said.
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