Chicago company makes unsolicited bid on Quad/Graphics acquisition target

Chicago-based multichannel communication company R.R. Donnelley & Sons Co. has submitted an unsolicited proposal to acquire North Chelmsford, Mass.-based Courier Corp. for $23 per share in cash or R.R. Donnelley common stock.

The bid is higher than the acquisition price for Courier proposed by Sussex-based Quad/Graphics, which is valued at $20.50 per share in cash and stock, totaling $129 million in cash and approximately 4.8 million shares of its class A common stock.

Courier and Quad entered a definitive merger agreement on January 16 that received unanimous approval from both companies’ boards.

According to the SEC filing related to the merger, “Courier has also agreed not to solicit proposals relating to alternative business combination transactions or, subject to certain exceptions that permit Courier’s board of directors to comply with its fiduciary duties, enter into discussions concerning, or furnish non-public information in connection with, any proposals for alternative business combination transactions.”

According to that agreement, upon termination of the merger agreement to accept a superior proposal, Courier must pay Quad/Graphics a termination fee of $10 million.

R.R. Donnelley, which offers book manufacturing, publishing and content management, reported 2013 sales of $10.5 billion and has about 57,000 employees globally.

Courier is the second largest book manufacturer in the U.S. and a leader in content management and customization in both new and traditional media. Courier has about 1,600 employees, but Quad declined to comment on how its employees and locations would be integrated following the acquisition.

According to a statement from Courier’s board, it will carefully review and consider the R.R. Donnelley proposal and will have no further comment until that process is completed. It has not changed its recommendation in support of the acquisition by Quad.

Quad/Graphics CEO Joel Quadracci on Tuesday sent an email to employees acknowledging the competing bid and explaining the situation.

“Despite RR Donnelley’s proposal, we continue to believe that our offer provides a better long-term opportunity for Quad/Graphics and Courier shareholders, employees and customers in the book market. We will continue to stay disciplined in the use of our capital and move forward rapidly with our investment in new digital presses and integrated front- and back-end systems,” he said in the email.

“With or without Courier, we will continue to focus redefining the entire book supply chain in partnership with our customers. Today’s announcement does not change our three-year strategy to transform our book platform.”

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