Consistent with its fiduciary duties, Courier's board of directors, in consultation with its independent legal and financial advisors, will carefully review and consider the RR Donnelley proposal.
As announced on Jan. 16, 2015, Courier entered into a definitive merger agreement with Quad/Graphics Inc., a leading global printer, under which Quad/Graphics will acquire Courier in a cash and stock transaction. Under the terms of the merger agreement, Courier shareholders will receive a total purchase price of $20.50 per share, consisting of cash and shares of Quad/Graphics Class A common stock. Each Courier shareholder will have the right to elect to receive cash or Quad/Graphics Class A common stock, subject to proration in the event that shareholders elect to receive more than 54 percent cash or more than 46 percent stock.