RR Donnelley to Acquire Bowne for $481 Million in Cash

CHICAGO/NEW YORK—Feb 23, 2010—R.R. Donnelley & Sons Co. (NASDAQ:RRD) and Bowne & Co., Inc. (NYSE:BNE) jointly announced today that they have signed a definitive agreement pursuant to which RR Donnelley will acquire Bowne & Co., Inc., a provider of shareholder and marketing communications services. The all cash deal is valued at approximately $481 million, or $11.50 per share. The agreement has been approved by the Boards of Directors of both companies. The acquisition is expected to be accretive to RR Donnelley’s earnings in the first full year after the closing of the transaction, which is expected to occur in the second half of the year. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval of Bowne shareholders.

The combination with Bowne, which has operations in North America, Latin America, Europe and Asia, will expand and enhance the range of services RR Donnelley offers to its customers, while also creating an opportunity for RR Donnelley to provide its comprehensive line of products to Bowne’s clients.

Bowne, headquartered in New York, had revenues of approximately $675 million during 2009 and offers digital one-to-one printing services for healthcare, transactional communications, financial services, marketing communications and other applications.

“Bowne is an exceptional fit with RR Donnelley,” said Thomas J. Quinlan III, RR Donnelley’s President and Chief Executive Officer. “This combination satisfies all of the strategic imperatives that we evaluate as we consider acquisitions. It will expand our depth with additional talented and customer-focused employees, add new and enhanced customer relationships, extend our product and service offering in areas in which our customers have demonstrated firm demand and create the possibility to take advantage of significant synergies.”

“The board and management team believe this combination benefits all of Bowne’s stakeholders. RR Donnelley’s broader array of products and services will quickly create expanded opportunities for Bowne’s customers and employees,” stated David J. Shea, Bowne’s Chairman and Chief Executive Officer. “Their innovative use of proprietary digitally driven communications will particularly complement the range of services for which Bowne is known. I look forward to working closely with RR Donnelley’s management to ensure a smooth transition.”

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