RRD Confirms Receipt of Unsolicited Proposal from Chatham Asset Management

R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that it has received an unsolicited proposal from Chatham Asset Management, LLC ("Chatham") to acquire all of the outstanding shares of RRD for $7.50 per share in cash.

Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the RRD Board of Directors will carefully review and consider the Chatham proposal to determine the course of action that it believes is in the best interests of the Company and RRD shareholders. RRD shareholders do not need to take any action at this time.

Centerview Partners LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to RRD.

About RRD

RRD is a leading global provider of multichannel business communications services and marketing solutions. With 30,000 clients and 33,000 employees across 28 countries, RRD offers the industry’s most comprehensive offering of solutions designed to help companies—from Main Street to Wall Street—optimize customer engagement and streamline business operations across the complete customer journey. RRD offers a comprehensive portfolio of capabilities, experience and scale that enables organizations around the world to create, manage, deliver, and optimize their marketing and business communications strategies.

Use of Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and 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. Readers are strongly encouraged to read the full cautionary statements contained in RRD’s filings with the SEC. RRD disclaims any obligation to update or revise any forward-looking statements.

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