Mysterious RRD Buyer Withdraws Bid, Group Suffers Cyberattack
The anonymous “strategic buyer” who made an unsolicited, non-binding offer to acquire RR Donnelley for $11.50 (£8.48) per share in cash has withdrawn his offer.
On December 14, following a bidding war, the American multi-channel marketing and business services group announced that it was about to be acquired by its largest investor, Chatham Asset Management, for $10.85 per share in cash.
The situation took a new turn on December 27 when the company said it had received an unsolicited and non-binding “alternative acquisition proposal”, as defined in its definitive merger agreement with affiliates of Chatham, of a strategic part, which was not named but referred to. as a “strategic party”, to acquire all of the outstanding common shares of RRD for $11.00 per share in cash, subject to other terms and conditions.
The “strategic party” then raised its offer price to $11.50 per share in cash. She did not provide specific reasons for now withdrawing her offer.
In a statement today (February 2), RRD said it remained subject to Chatham’s merger deal at $10.85 per share.
The company has scheduled the special meeting of shareholders for the purpose of voting on the Chatham merger agreement “and the transactions contemplated therein” for February 23, 2022.
“The Chatham Merger Agreement has been unanimously approved by the RRD Board of Directors and the Board again reaffirms its recommendation that shareholders vote in favor of the Chatham Merger Agreement and the transactions contemplated by it. here,” RRD said.
“The company urges shareholders to vote their shares today to approve the Chatham merger agreement and the contemplated transactions at the company’s upcoming special meeting.”
The Chatham transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including RRD shareholder approval.
Shares of RRD were up 1.27% at $11.16 at yesterday’s close, but had a pre-market price today of $10.75.
Separately, last month, RRD confirmed that it suffered data theft in a ransomware attack.
In an SEC filing released Jan. 18, the company said it “identified an intrusion into the systems of its technical environment.” In response, it quickly implemented a series of containment measures to deal with the situation “including activating its incident response protocols, shutting down its servers and systems, and opening a forensic investigation”.
“The company has also taken steps to further strengthen its security measures by protecting its IT environment and customer data,” he added.
RRD said it continues to be actively involved in restoring affected systems and returning them to normal operating levels, and “believes that the steps taken to isolate and remediate the identified threat have been effective.”
He added: “At this time, however, the company has become aware that some of its corporate data has been accessed and exfiltrated, the nature of which is being actively investigated.
“Based on information known to date, the company believes that the access and exfiltration were related to the intrusion into previously disclosed systems. [which the company had previously flagged up in a separate filing on 27 December] and not a new incident.