RRD Agrees to Sell its Canadian Operations to DATA Communications Management Corp.

CHICAGO--(BUSINESS WIRE)--R.R. Donnelley & Sons Company (“RRD”), a global provider of marketing, packaging, print and supply chain solutions, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with DATA Communications Management Corp. (TSX: DCM)(OTCQX: DCMDF) (“DCM”), a provider of marketing and business communication solutions. Under the terms of the Purchase Agreement DCM will acquire RRD’s Canadian operations (the “Transaction”).

DCM will acquire all the issued and outstanding shares of Moore Canada Corporation (“RRD Canada”), a wholly owned subsidiary of RRD. The Purchase Agreement contains various representations, warranties, covenants, and indemnities and customary closing conditions.

“Combining our business with DCM is a strategic opportunity to broaden our existing offering to customers across a variety of industries,” said Rael Fisher, President, RRD Canada. “We look forward to this new chapter in our longstanding history in Canada as part of DCM.”

“This transaction not only brings together two organizations with complementary business models but it also advances and strengthens RRD’s strategic plan to hone in on its core businesses,” said Tom Quinlan, President and Chief Executive Officer at RRD.

The transaction is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions and receipt of third party and regulatory approvals including those required under Canada’s Competition Act.

RRD Canada provides print and related services to thousands of customers across Canada including financial institutions, retailers, insurance providers, transportation companies, government organizations and other regulated industries.

Blake, Cassels & Graydon LLP (Canada) and BakerHostetler (U.S.) are serving as legal counsel to RRD.

ABOUT RRD

RRD is a global provider of marketing, packaging, print and supply chain solutions that elevate engagement across the complete customer journey. RRD offers the industry’s most trusted portfolio of creative execution and world-wide business process consulting, with services designed to lower environmental impact. With 25,000 clients, including 92% of the Fortune 100, and 32,000 employees across 29 countries, RRD brings the expertise, execution, and scale designed to transform customer touchpoints into meaningful moments of impact.

Use of forward-looking statements

This news release includes certain “forward-looking statements” within the meaning of U.S. federal securities laws, with respect to the Purchase Agreement and the Transaction, including the expected timing of closing and various steps to be completed in connection therewith, and other statements that are not historical facts. Statements that are not historical facts, including statements about RRD’s management’s beliefs and expectations, are forward-looking statements. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While RRD believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond RRD’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from those in the forward-looking statements and may vary from RRD’s current expectations depending upon a number of factors affecting the business and risks associated with the performance of the business. These factors include the following, many of which are beyond RRD’s control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, by the Purchase Agreement and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; and (d) other risks inherent to RRD’s business and/or factors beyond its control which could have a material adverse effect on RRD, RRD Canada and/or the ability to consummate the Transaction and other risks and uncertainties detailed in RRD’s periodic reports to investors and in other investor communications of RRD from time to time. RRD does not undertake to and specifically disclaims any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.