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RR Donnelley to Acquire Courier Corporation

CHICAGO & NORTH CHELMSFORD, Mass.--(BUSINESS WIRE)--R. R. Donnelley & Sons company
(NASDAQ: RRD) and Courier
Corporation (NASDAQ: CRRC) jointly announced these days that they have
signed any definitive agreement by simply that RR Donnelley will acquire Courier
Corporation, the leader throughout digital printing, publishing along with content
management in the United States Involving America specializing throughout educational, religious
as parcel collection london well as trade books. The Particular agreement continues for you to be
approved by each company's Board
regarding Directors.

Below the particular regards to the transaction, Courier's shareholders will possess the
alternative to end up being able to elect to end up being able to get either $23.00 within cash or
even 1.3756 RR Donnelley
common shares pertaining to each outstanding talk about associated with Courier they own. Such
elections are topic for you to pro ration to ensure that the total of 8.0 million
shares associated with RR Donnelley common stock will possibly be issued within the merger. Based
around the closing trading expense of RR Donnelley's widespread stock on the
NASDAQ upon February 4, 2015, the particular merger thought represents the mix of
approximately 49% money along with 51% stock, plus a total transaction worth of
approximately $261 million, as well as the assumption regarding Courier's net financial debt
along with payout associated with outstanding equity awards.
Your acquisition is anticipated to become both deleveraging as well as accretive in order to RR
Donnelley's non-GAAP earnings per diluted talk about inside 12 months
next your closing in the transaction, that is expected in order to occur in
the next 50 % of 2015. The Actual completion in the transaction is topic to be able to

customary closing conditions, which includes regulatory approval and also approval
regarding Courier's shareholders.
"This combination represents the subsequent chapter within two long-running
success stories woven with every single other by a comparable pair of core values and also
operational excellence," said Thomas J. Quinlan III, RR Donnelley's
President as well as Chief Executive Officer. "Our a couple of organizations possess a
longstanding good popularity for offering industry-leading options to our
customers. We look forward for you to working together with Jim Conway and the team inside
continuing that tradition."
"By adding our digital printing as well as content material management capabilities for you to
RR Donnelley's existing business, we will possibly be even better positioned in order to
meet our collective customers' needs," said James F. Conway III,
Courier's Chairman, President as well as Chief Executive Officer. "Our
clients may also always count on the exact same amount of exceptional
service, and also our employees will benefit from higher possibilities pertaining to
professional growth and also development. We're excited from the opportunities
created by this mixture and look forward in order to operating together with RR
Donnelley to fulfill them."
Concerning RR Donnelley

RR Donnelley (NASDAQ: RRD) is a global provider involving integrated


communications. The Actual company works collaboratively along with greater than 60,000
clients worldwide to develop custom communications solutions in which

minimize costs, drive top-line growth, enhance ROI and also increase
compliance. Drawing on the range of proprietary as well as commercially obtainable
digital along with conventional technologies deployed across four continents,
the company employs the suite of leading Internet-based capabilities and also
some other resources to supply premedia, printing, logistics as well as enterprise
procedure outsourcing services for you to customers inside virtually every private and
public sector.
With Regard To more information, and for RR Donnelley's Global Social
Duty Report, visit the company's internet site at http://www.rrdonnelley.com.
about Courier
Courier Corporation is among America's significant e-book manufacturers as well
as a leader throughout content material management and also customization in new and
conventional media. Furthermore, it publishes books beneath 2 brand names offering
award-winning content and thousands of titles. Founded throughout 1824, Courier
will be headquartered within North Chelmsford, Massachusetts. Regarding a lot more
information, visit www.courier.com.
Extra Details as well as where To Locate It
This particular information launch relates into a proposed transaction in between RR Donnelley
as well as Courier, which will get to become the subject of your registration statement
upon Form S-4 along with proxy statement/prospectus forming a component thereof, being
filed with most the SEC through RR Donnelley as well as Courier. This specific document is not
really a
substitute for your registration statement along with proxy statement/prospectus
that will RR Donnelley and also Courier will file with the SEC or even every other
documents that will RR Donnelley or Courier could file using the SEC as well as send to
shareholders associated with Courier in connection with almost all the proposed transaction.

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF


COURIER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL
BE FILED BY RR DONNELLEY OR COURIER WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and also security holders will most likely be capable of obtain free of charge illegal copies
of the
registration statement, the particular proxy statement/prospectus (when available)
and other relevant documents filed as well as that will will be filed by RR Donnelley
as well as Courier with the SEC via the site maintained through the SEC with http://www.sec.gov.
copies of the registration statement, proxy statement/prospectus as well as
some other relevant documents filed simply by RR Donnelley with the SEC is going to be
available free from charge on RR Donnelley's world wide web site with
http://investor.rrd.com/sec.cfm
or perhaps simply by calling RR Donnelley's Investor Relations Department at (800)
742-4455. Duplicates in the proxy statement/prospectus and other relevant
documents filed through Courier with just about all the SEC is likely to be accessible free of cost
on Courier's world wide web website from www.courier.com
as well as through calling Courier Investor Relations at investorrelations@courier.com.
no Supply or Solicitation
This kind of information launch doesn't constitute a deal in order to sell, or even an invitation
to subscribe for, purchase or exchange, just about any securities or the
solicitation associated with any vote or approval in any jurisdiction, nor shall
there become any kind of sale, issuance, exchange or even transfer in the securities
referred to within this announcement in any jurisdiction inside contravention associated with
applicable law.

Contributors in the Solicitation


RR Donnelley, Courier, and their respective directors and executive
officers may be considered participants within the solicitation of proxies
via shareholders of Courier within connection using the proposed
transaction. Info in regards to the directors along with executive officers regarding
Courier is placed forth in Amendment No. 1 to its Annual Document about Form
10-K for the year ended September 27, 2014, that had been filed using the SEC
about Form 10-K/A in January 26, 2015.. Info in regards in order to the directors and also
executive officers regarding RR Donnelley is set forth throughout its proxy statement
pertaining to its 2014 annual meeting regarding stockholders, that had been filed with the
SEC on April 15, 2014. Additional specifics of the actual individuals inside
the actual proxy solicitation and a description regarding their own immediate along with indirect
interests, by simply security holdings or even otherwise, will be contained inside the
proxy statement/prospectus as well as other relevant supplies to be filed using
the particular SEC once they become available.
Use regarding Forward-Looking Statements
This news release consists of specific "forward-looking statements" within
the meaning of, as well as topic for the safe harbor produced by, Section 21E
in the Securities Exchange Act of 1934, as amended, such as using
respect to the business, strategy and plans involving RR Donnelley and Courier,
his or her anticipations relating to the proposed transaction in inclusion to be able to their long term
economic situation and performance, which includes estimated synergies.
Statements which usually tend to be not historical facts, including statements about RR
Donnelley or even Courier managements' beliefs and expectations, tend to be
forward-looking statements. Phrases for example "believes", "anticipates",
"estimates", "expects", "intends", "aims", "potential", "will", "would",

"could", "considered", "likely", "estimate" and variations of these


words as well as similar future or perhaps conditional expressions are meant to
identify forward-looking statements yet aren't the particular exclusive method of
identifying such statements. Whilst RR Donnelley as well as Courier think
these expectations, assumptions, estimates and also projections tend to be
reasonable, such forward-looking statements are only predictions and also
involve identified and also unknown risks and also uncertainties, many involving which are
beyond RR Donnelley's or perhaps Courier's control. by their nature,
forward-looking statements involve risk as well as uncertainty simply because these people
connect with events as well as depend upon future circumstances which may or perhaps might
certainly not occur. actual results may vary materially coming from RR Donnelley's along with
Courier's existing anticipations dependant on the variety of elements
affecting their own businesses and risks connected using the successful
execution and integration with the proposed transaction and additionally the
performance associated with his or her organizations subsequent such transaction. These
factors include, among others, productive finalization in the proposed
transaction, a chance to implement plans for the integration of the
proposed transaction as well as the receipt involving necessary regulatory approvals
for the proposed transaction (including the approval of antitrust
authorities necessary to complete the particular proposed transaction), and such
additional risks and uncertainties comprehensive throughout RRD's and also Courier's respective
periodic public filings using the SEC, such as although not restricted to those
discussed (i) beneath "Risk Factors" inside http://www.aviewoncities.com/london.htm RRD's Form
10-K for the fiscal
12 months ended December 31, 2013, throughout RRD's subsequent filings with the SEC
plus other investor communications involving RRD via time to some occasion and (ii)

beneath "Risk Factors" throughout Courier's Form 10-K for the fiscal yr ended
September 27, 2014 and in Courier's subsequent filings using the SEC and also
inside some other investor communications involving Courier through time for you personally to
time. RR
Donnelley along with Courier do not necessarily undertake to become able to and also particularly
decline just about any
obligation for you to publicly launch the outcomes associated with any kind of revisions to those
forward-looking statements that could be made to end up being able to reflect long term events as
well as
circumstances following the date associated with such statement or reflect your
occurrence regarding anticipated or perhaps unanticipated events.
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