Putting Deal with Quad/Graphics in Flux, Courier Receives Unsolicited Bid from RR Donnelley

NORTH CHELMSFORD, MA—January 27, 2015—Courier Corp., one of America’s leading innovators in book manufacturing, publishing and content management, announced today that it has received a non-binding, unsolicited proposal from RR Donnelley & Sons Company (RRD) to acquire the company for $23.00 per share in cash or RR Donnelley common stock, subject to proration in the event that shareholders elect to receive more than approximately 49 percent cash or more than approximately 51 percent stock. The RR Donnelley proposal is subject to, among other things, various closing conditions, Courier shareholder approval and regulatory approvals.

Consistent with its fiduciary duties, Courier’s board of directors, in consultation with its independent legal and financial advisors, will carefully review and consider the RR Donnelley proposal.

As announced on Jan. 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics Inc., a leading global printer, under which Quad/Graphics will acquire Courier in a cash and stock transaction. Under the terms of the merger agreement, Courier shareholders will receive a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics Class A common stock, subject to proration in the event that shareholders elect to receive more than 54 percent cash or more than 46 percent stock.

In connection with its unanimous approval of the Quad/Graphics merger, Courier’s board of directors voted to recommend that Courier shareholders approve the merger agreement. Courier’s board of directors has not changed its recommendation in support of the merger with Quad/Graphics.

Courier will have no further comment on RR Donnelley’s proposal until the board has completed its review. Blackstone Advisory Partners L.P. is serving as exclusive financial advisor to Courier Corp., and Goodwin Procter LLP is serving as legal counsel.

(Editor's Note: According to BizTimes.com, the SEC filing related to Quad/Graphics' proposed acquisition of Courier also contains a stipulation that Courier must pay Quad/Graphics a termination fee of $10 million if Courier opts to accept a higher bid from another company.)

About Courier Corp.
Courier Corp. is America’s second largest book manufacturer and a leader in content management and customization in new and traditional media. It also publishes books under two brands offering award-winning content and thousands of titles. Founded in 1824, Courier is headquartered in North Chelmsford, MA.

Source: Courier Corp.