RRD Sends Letter of Response to Chatham Asset Management
February 10 2020 - 7:30PM
Business Wire
R.R. Donnelley & Sons Company (NYSE:RRD) (“RRD” or the
“Company”) today announced that RRD has sent a letter to Chatham
Asset Management, LLC in response to Chatham’s February 10, 2020
letter to RRD’s Board of Directors.
Following is a full text of the letter that was sent on February
10, 2020:
February 10, 2020
Chatham Asset Management
Attention: Anthony Melchiorre, Managing Member
Dear Mr. Melchiorre:
We are in receipt of your letter dated February 10. We are
writing to indicate our willingness to continue to engage in
productive communications between Chatham and RRD and to emphasize
that our Stockholder Rights Plan does not inhibit your dialogue
with RRD.
RRD, its management and the Directors welcome open
communications with all of its stockholders, including Chatham. We
have met or communicated with representatives of Chatham on at
least five occasions over the last couple of years: June 7, 2017;
September 11, 2017; June 5, 2018; April 11, 2019; and June 24,
2019. During these communications, we have engaged in open dialogue
with you. The adoption of the Plan does not preclude you or other
investors from engaging in uninhibited discussions with management,
but since adoption of the Plan in August, the Company has not heard
from Chatham.
Like Chatham, we are interested in “engaging constructively.”
The existence of the Plan does not restrict your ability to
communicate with the Board or management, whether you report your
ownership on a Schedule 13G or 13D. Further, any conversations
between you and management do not provide the Company an arbitrary
right to trigger the Plan. You have read the Plan incorrectly.
In any event, we welcome productive conversation with Chatham
and look forward to setting up time to talk. If you have any
questions, please contact Dan Knotts or Terry Peterson.
Sincerely,
Sincerely,
/s/
/s/
Jack Pope
Daniel Knotts
Chairman of the Board
President, CEO
cc. Terry Peterson, EVP, CFO
About RRD
RRD is a leading global provider of multichannel business
communications services and marketing solutions. With more than
50,000 clients and 39,500 employees across 34 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.
For more information, visit the Company's web site at
www.rrd.com.
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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version on businesswire.com: https://www.businesswire.com/news/home/20200210005863/en/
Investor Contact: Johan Nystedt, Senior Vice President, Finance
Telephone: 630-322-7111 E-mail: investor.info@rrd.com
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