Atlas Holdings LLC cancelled the acquisition of R. R. Donnelley & Sons Company.
Transaction includes go-shop provision for RRD till November 28, 2021. In the event of termination, RRD would pay a maximum termination fee of $20 million, and Atlas would also be liable to pay $20 million as termination fee. Transaction is subject to customary closing conditions, including (i) adoption Merger Agreement by holders of a majority of outstanding shares of RRD Common (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (iii) absence of any law or order issued by a governmental authority prohibiting merger, among others. Completion of transaction is not subject to a financing condition. Transaction also requires approval from RRD stockholders and regulatory approvals. RRD's and Atlas' Board of Directors have unanimously approved the transaction and recommends the shareholders to approve the same. As of November 29, 2021, the Go-Shop Period has been expired. As on December 9, 2021, Board determined that entry into the Amendment was in the best interests of RRD and its stockholders and unanimously approved Amendment and recommends that RRD's stockholders vote in favor of adopting the amended agreement. Transaction is expected to close in the first half of 2022. Computershare Trust Company, N.A. acted as rights agent, transfer agent and registrar for RRD. Macquarie Capital (USA) Inc. acted as financial advisor and Steven A. Seidman, Mark A. Cognetti, and Laura H. Acker of Willkie Farr & Gallagher LLP acted as legal advisors for Atlas. Centerview Partners LLC acted as financial advisor and a fairness opinion provider while Shilpi Gupta, David Clark, Charles Mulaney Jr. Joseph Yaffe, Eric Sensenbrenner, Edward Micheletti, Matthew Kipp, David Schwartz, David Wales, Michael Zeidel, Nancy Olson, and Seth Jacobson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for RRD. William Regner and Jeffrey Rosen of Debevoise & Plimpton LLP acted as legal advisor to Centerview Partners LLC in the transaction. Innisfree acted as an information agent to RRD. Innisfree will receive an estimated fee not to exceed $175,000 from RRD. RRD has agreed to pay Centerview an aggregate fee of approximately $25,300,000, $3,500,000 of which was payable upon the rendering of Centerview's opinion, and the remainder of which is payable contingent upon consummation of transaction. BDO USA, LLP acted as an accounting firm to R. R. Donnelley & Sons Company.
Atlas Holdings LLC cancelled the acquisition of R. R. Donnelley & Sons Company (NYSE:RRD) on December 14, 2021.