Donnelley (R.R.) & Sons Co. (NYSE:RRD.WI)
Historical Stock Chart
From Oct 2019 to Oct 2024
RR Donnelley Provides Update on Share Repurchase Transaction
Update to Press Release Issued Today at 9:25 a.m. ET
CHICAGO, Jan. 3 /PRNewswire-FirstCall/ -- R.R. Donnelley & Sons Company
(NYSE:RRD) and GSC Partners today announced their entry into agreements that
will result in the sale by GSC Partners of its entire 4.8% interest in RR
Donnelley for $356 million, including the repurchase of $200 million of GSC
Partners' holdings by RR Donnelley in a share repurchase transaction.
Details of the transactions are as follows:
-- GSC Partners has sold 4.66 million shares of RR Donnelley common stock
to Goldman, Sachs & Co. to be sold in an underwritten offering.
Goldman, Sachs & Co. is the underwriter for this offering.
-- RR Donnelley has agreed to repurchase 5.96 million shares of its common
stock from GSC Partners for a purchase price of $200 million. The
$33.53 per share price represents a 5% discount to the closing price of
RR Donnelley common stock on December 31, 2004.
Both transactions are expected to close on January 6, 2005.
Alfred C. Eckert III, Chairman and Chief Executive Officer of GSC Partners, and
Robert F. Cummings, Jr., a senior advisor to GSC Partners, are directors of RR
Donnelley who recused themselves from the board's consideration of RR
Donnelley's repurchase from GSC.
On December 16, 2004, RR Donnelley announced that its board of directors had
authorized a $300 million share repurchase, $200 million of which is being used
for the repurchase from GSC Partners. As a result, RR Donnelley will not
proceed with a $200 million accelerated share repurchase at this time. RR
Donnelley is authorized to use the remaining $100 million available under the
share repurchase through a variety of methods, including open market purchases,
block transactions, accelerated share repurchase arrangements, or private
transactions. Such purchases may be made from time to time and may be
discontinued at any time.
Mark A. Angelson, Chief Executive Officer of RR Donnelley, commented, "The
share repurchase from GSC, which first was proposed to us late last week,
represents an opportunity for the Company to accomplish the goals that led us
to consider a $200 million accelerated share repurchase, but at a significant
discount to market and without the pricing risk inherent in a collared buy back
transaction. As we stated when we announced the share repurchase program last
month, the program reflects our confidence in the future profitability of RR
Donnelley and delivers on our promise to invest our shareholders' capital
wisely and avoid shareholder dilution when practicable."
Mr. Eckert commented, "The sale of our entire interest in RR Donnelley is
motivated by our desire to take profits for our limited partners from this fine
investment. We hold the RR Donnelley management team, with whom we have been
associated since GSC Partners invested in Moore Corporation Limited in 2000, in
the very highest regard. They have created extraordinary value for us and
others, and they are focused intensely on enhancing shareholder value in the
future."
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the common stock in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. A shelf
registration statement relating to the common stock that the selling
stockholders intend to sell has previously been filed with, and declared
effective by, the Securities and Exchange Commission. Any offer, if at all,
will be made only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.
Copies of the final prospectus supplement and accompanying prospectus, when
available, may be obtained from Goldman, Sachs & Co., 85 Broad Street, New
York, NY, 10004, Attn: Prospectus Department, telephone (212) 902-1171.
About RR Donnelley
RR Donnelley (NYSE:RRD) designs, manages and produces words and images, and
brings them to life on paper and in digital form for customers in the
publishing, healthcare, advertising, retail, technology, financial services,
and many other industries. Founded 140 years ago, the company provides
solutions in commercial printing, forms and labels, direct mail, financial
printing, print fulfillment, business communication outsourcing, logistics,
online services, digital photography, and content and database management. The
largest companies in the world and others rely on RR Donnelley's scale, scope
and insight through a comprehensive range of online tools, variable printing
services, and market-specific solutions. As the largest printer in North
America with strong positions across the globe, RR Donnelley is changing the
role of print in every marketplace it serves. For more information, visit the
Company's web site at http://www.rrdonnelley.com/ .
Use of Forward-Looking Statements
This press release contains "forward-looking statements" as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Readers are cautioned not to
place undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements speak only as
of the date of this news release and are based on current expectations and
involve a number of assumptions, risks and uncertainties that could cause the
actual results to differ materially from such forward-looking statements.
Many of the factors that could cause material differences in the expected
results of RR Donnelley relate to the integration of Moore Wallace
Incorporated, which was acquired by RR Donnelley on February 27, 2004. These
factors include, without limitation, the following: the development and
execution of comprehensive plans for asset rationalization, the ability to
eliminate duplicative overhead without excessive cost or adversely affecting
the business, the potential loss of customers and employees as a result of the
transaction, the ability to achieve procurement savings by leveraging total
spending across the organization, the success of the organization in leveraging
its comprehensive product offering to the combined customer base as well as the
ability of the organization to complete the integration of the combined
companies without losing focus on the business. In addition, the ability of the
combined company to achieve the expected net sales, accretion and synergy
savings will also be affected by the effects of competition (in particular the
response to the transaction in the marketplace), the effects of pricing of
paper and other raw materials and fuel price fluctuations and shortages of
supply, the rate of migration from paper-based forms to digital formats, the
impact of currency fluctuations in the countries in which RR Donnelley
operates, general economic and other factors beyond the combined company's
control, and other risks and uncertainties described in RR Donnelley's periodic
filings with the Securities and Exchange Commission (SEC). Readers are strongly
encouraged to read the full cautionary statements contained in RR Donnelley's
filings with the SEC. RR Donnelley disclaims any obligation to update or revise
any forward-looking statements.
DATASOURCE: R.R. Donnelley and Sons Company
CONTACT: Dan Leib, Vice President, Investor Relations of R.R. Donnelley
and Sons Company, +1-312-326-7710, or
Web site: http://www.rrdonnelley.com/