According to foreign media reports, RR Donnelley will be acquired by Atlas holding company and privatized in the form of all cash transaction, with a value of about US $2.1 billion.
On November 3, us time, the final M & a agreement was unanimously approved by Donnelly’s board of directors.
The acquisition is expected to be completed in the first half of 2022, but it still needs the approval of donnali shareholders and regulators. After the transaction is completed, when Nelly’s shares will no longer be traded on the New York Stock Exchange, RRD will become a private company.
High premium acquisition
According to the terms of the transaction, Atlas holdings, headquartered in Greenwich, Connecticut, will acquire all outstanding shares of Donnelly’s common stock, and Donnelly’s shareholders will receive cash of US $8.52 per share from the common stock.
The purchase price is about 29.1% higher than the closing price of Donnelly on November 2 and 72.8% higher than the closing price of Donnelly on October 11.
During the period up to October 11, 2021, the price is also about 64.1% higher than the 60 day volume weighted average price of Donnelly.
Donnelly has rejected higher premium acquisitions
John Pope, chairman of Donnelly’s board of directors, said: “after careful and thorough analysis, Donnelly’s board of Directors believes that this transaction that immediately generates a premium and a certain cash value is in the best interests of Donnelly and our shareholders. We look forward to working with atlas to complete this value-added transaction.”
Dan Knotts, President and CEO of Donnelly, added: “today’s announcement represents the next exciting stage of Donnelly’s journey. This transaction is a true proof of our excellent employees. Their enthusiasm and dedication to serving customers have helped us build our company into an industry-leading marketing and business communication company.”
“Under our new ownership structure, they will have more career development opportunities in the future,” said Dan Notts.
Earlier today, before atlas holdings announced its acquisition, Chatham asset management, Nari’s largest investor, raised its offer to buy the remaining shares of the company at $9 a share in cash to $9.50, higher than its October offer of $7.50 a share in cash.
Atlas Holdings has an annual revenue of US $10 billion and previously acquired LSC communications
Atlas holdings was founded in 2002 by Tim Fazio and Andrew bursky. At first, they bought a small paper mill in Indiana and hired 85 employees.
The company and its subsidiaries currently own and operate 23 platform companies, which employ about 40000 employees in more than 250 factories around the world and generate about $10 billion in revenue every year.
Donnelly was created by the “old” Donnelly group in a tripartite split in 2016, and LSC communications and Donnelley financial solutions were split into separate entities. LSC communications was acquired by Atlas holdings in 2020. The US based printing company, with a turnover of US $3.3 billion, entered bankruptcy protection in the spring of 2020. Perhaps this is because this acquisition made atlas holdings determined to acquire Donnelly.
In the ranking list of “Top 350 printing enterprises in North America” by printing impressions magazine in 2020, Donnelly ranked first with a sales revenue of US $5.5 billion, a year-on-year decrease of 3%; LSC communications ranked third with a sales revenue of US $2.845 billion, a year-on-year decrease of 22%.
Fazio, co-founder and managing partner of atlas, said: “Atlas is a trusted partner of enterprises. These enterprises have a good record in innovation and customer service, but also have obvious opportunities for sustained growth.
“That’s what we saw in Donnelly. We look forward to working with Donnelly’s talented and experienced team and welcome Donnelly’s colleagues to join the atlas family.”
Donally said that according to the terms of the merger agreement, they may seek additional acquisition suggestions from a third party within 25 days after the signing of the merger agreement.
Affected by the good news, Donnelly’s share price rose nearly 40%
Donnelly also announced its third quarter financial results, which showed that Donnelly’s net sales increased by 6.4% to $1.27 billion in the third quarter of fiscal 2020.
Before the novel coronavirus pneumonia epidemic, he made a so-called poison pill plan to prevent anyone from getting “undue influence or control” on the company without the approval of the board.
When Nari’s shares went public on November 3, they rose nearly 40% to $9.23.
Post time: Nov-11-2021