630?322?6830
Investor Contacts: Dave Gardella, RRD Senior Vice President Finance david.a.gardella@rrd.com
312?326?8155
David Price, EDGR CFO
dprice@edgar?online.com
301?287?0364
RR DONNELLEY TO ACQUIRE EDGAR ONLINE, A LEADER IN FINANCIAL DATA AND ANALYTICS EXPANDS DIGITAL COMMUNICATIONS AND XBRL CAPABILITIES
Software Provides Tested Platform for XBRL Creation and
Review and Innovative Tools for Disclosure
Management
CHICAGO and ROCKVILLE, Md., May 22, 2012 ?? R. R. Donnelley &
Sons Company (NASDAQ:RRD) and EDGAR Online (NASDAQ:EDGR)
jointly announced today that they have signed a definitive
agreement pursuant to which RR Donnelley will acquire EDGAR
Online, a leading provider of disclosure management services,
financial data and enterprise risk analytics software and
solutions for both corporate and investment professionals.
The deal is valued at approximately $70.5 million, which
includes $1.092 per common share, assumption of debt and
payment of an amount equal to the redemption price of the
preferred shares. The transaction is expected to close during
the third quarter of 2012. The acquisition is expected to be
accretive to RR Donnelley's earnings in the first full
year after the closing of the transaction and is subject to
customary closing conditions, including regulatory approval
and approval of EDGAR Online shareholders.
"This acquisition continues to expand the range of our
digital offering and further enhances our ability to deliver
integrated communications solutions," said Thomas J. Quinlan,
III, RR Donnelley's President and Chief Executive Officer.
"In every segment that we serve we provide a full set of
resources for creating, managing, producing, distributing and
even monetizing content."
EDGAR Online has provided XBRL (eXtensible Business Reporting
Language) services to RR Donnelley's Financial Services
offering since 2008. Working with EDGAR Online, RR Donnelley
has become an industry leader in executing XBRL filings.
"We are very pleased to be joining a company with whom we
have worked so closely," observed Robert J. Farrell, EDGAR
Online's President and CEO. "Our proven innovative solutions
for professionals who produce and consume financial
information can be immediately leveraged by RR Donnelley's
customer base. We expect that this combination will help to
drive the development and deployment of our SaaS?
based governance, risk and compliance (GRC) solutions that
can help RR Donnelley meet its clients'
growing financial communications needs."
Tom Juhase, President of RR Donnelley's Financial
Services offering, stated, "This is a natural fit with our
growing portfolio of financial disclosure management services
and a superb match for our clients' needs for end?to?end
solutions. Our long working relationship with EDGAR Online
gives us immense confidence in their platform, people and
processes. They will bring best in class technology and deep
domain expertise in XBRL - an area of vital importance to our
clients.
We are seeing significant demand for XBRL services this year
as all public companies soon will need to comply with the
SEC's detailed tagging requirements. EDGAR Online has a
tested platform that has scaled in concert with our capacity
needs. With EDGAR Online, we are able to further assist our
clients with the creation of key documents and provide
investors innovative analytical tools that support even
better?informed decision making," concluded Juhase.
About RR Donnelley
RR Donnelley (NASDAQ:RRD) is a global provider of integrated
communications. The company works collaboratively with more
than 60,000 customers worldwide to develop custom
communications solutions that reduce costs, drive top?line
growth, enhance ROI and ensure compliance. Drawing on a range
of proprietary and commercially available digital and
conventional technologies deployed across four continents,
the company employs a suite of leading Internet based
capabilities and other resources to provide premedia,
printing, logistics and business process outsourcing services
to clients in virtually every private and public sector.
For more information, and for RR Donnelley's Global
Social Responsibility Report, visit the company's web
site at http://www.rrdonnelley.com.
About EDGAR Online
EDGAR Online (NASDAQ:EDGR) provides financial data, analytics
and disclosure management solutions to help corporations and
institutional investors facilitate compliance and management
of regulatory disclosure filings. In addition to developing a
variety of unique as?reported and normalized data sets, EDGAR
Online is an industry leader in XBRL (eXtensible Business
Reporting Language) processing. Thousands use the company's
solutions, including U.S. public companies, mutual funds,
leading financial analysts and institutional investors, as
well as global regulators such as the FDIC, Banque de France
and the U.S. Securities and Exchange Commission. The company
delivers its solutions, including ActiveXBRL software
solutions, through an extensive network of partners,
including Business Wire, LexisNexis®, NASDAQ OMX, Oracle, PR
Newswire, RR Donnelley and SAP.
Important Merger Information
In connection with the proposed acquisition, EDGAR Online
intends to file a proxy statement on Schedule 14A with the
Securities and Exchange Commission, or SEC, and EDGAR Online
and RR Donnelley intend to file other relevant materials with
the SEC. Stockholders of EDGAR Online are urged
to read all relevant documents filed with the SEC when they
become available, including EDGAR Online's
proxy statement, because they will contain important
information about the proposed transaction. A definitive
proxy statement will be sent to holders of EDGAR Online stock
seeking their approval of the proposed transaction.
Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC's web
site, http://www.sec.gov. In addition, EDGAR Online
stockholders may obtain free copies
of the documents filed with the SEC when available by
contacting EDGAR Online's Investor Relations at
11200 Rockville Pike, Suite 310 Rockville, MD 20852. Phone
1?301?287?0364. Such documents are not currently available.
You may also read and copy any reports, statements and other
information filed with the SEC at the SEC public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1?800?SEC?0330 or visit the SEC's website for
further information on its public reference room.
EDGAR Online and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from
the holders of EDGAR Online common stock in respect of the
proposed transaction. Information regarding the directors and
executive officers of EDGAR Online is available in the 2011
Annual Report on Form 10?K, filed with the SEC on March 13,
2012, and the amendment to such report filed with the SEC on
April 30, 2012. Additional information regarding the
interests of such potential participants will be included in
the proxy statement and the other relevant documents filed
with the SEC when they become available.
Use of Forward?Looking Statements
This news release may contain "forward?looking
statements" as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to
place undue reliance on these forward? looking statements and
any such forward?looking statements are qualified in their
entirety by reference to the following cautionary statements.
All forward?looking statements speak only as of the date of
this news release and are based on current expectations and
involve a number of assumptions, risks and uncertainties that
could cause the actual results to differ materially from such
forward?looking statements. Readers are strongly encouraged
to read the full cautionary statements contained in RR
Donnelley's and EDGAR Online's filings with the SEC. RR
Donnelley and EDGAR Online disclaim any obligation to update
or revise any forward?looking statements.
These forward?looking statements are subject to a number of
risks that could cause actual results to differ materially
from those contained in the forward?looking statements,
including the risk that EDGAR Online's stockholders may not
approve the merger and that the regulatory approvals and any
other required approvals in connection with the merger may
not be obtained on the proposed terms or at the times
anticipated.
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