RR Donnelley and Courier Corporation have jointly announced a definitive agreement where RR Donnelley will acquire Courier, a leader in digital printing, publishing and content management. Each company’s Board of Directors has approved the agreement.

Under the terms of the transaction, Courier’s shareholders will have the option to receive either $23.00 in cash or 1.3756 RR Donnelley common shares for each outstanding share of Courier they own. Such elections are subject to pro ration so that a total of eight million shares of RR Donnelley common stock will be issued in the merger.

“This combination represents the next chapter in two long-running success stories woven together by a similar set of core values and operational excellence,” says Thomas J. Quinlan III, RR Donnelley’s president and chief executive officer. “Our two organizations have a longstanding history of offering industry-leading solutions to our customers. We look forward to working with Jim Conway and his team in continuing that tradition.”

Based on the closing trading price of RR Donnelley’s common stock on the NASDAQ on February 4, 2015, the merger consideration represents a mix of approximately 49% cash and 51% stock, and a total transaction value of approximately $261 million, plus the assumption of Courier’s net debt and payout of outstanding equity awards.

The acquisition is expected to be both deleveraging and accretive to RR
Donnelley’s non-GAAP earnings per diluted share within 12 months following the closing of the transaction, which is expected to occur in the second half of 2015. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval of Courier’s shareholders.

“By adding our digital printing and content management capabilities to RR Donnelley’s current business, we will be even better positioned to meet our collective customers’ needs,” adds James F. Conway III, Courier’s chairman, president and chief executive officer. “Our customers can also continue to count on the same level of exceptional service, and our employees will benefit from greater opportunities for professional growth and development. We are excited by the opportunities created by this combination and look forward to working with RR Donnelley to fulfill them.”