R.R. Donnelley & Sons Company (NasdaqGS:RRD) submit a written indication of interest to acquire Courier Corporation (NasdaqGS:CRRC) for approximately $270 million on October 8, 2014. Under the terms, R.R. Donnelley will acquire Courier shares at a price of $16 per share consisting of a mix of 49% cash and 51% R.R. Donnelley common stock, with the stock component having a fixed exchange ratio. The offer was subject to due diligence. On October 10, 2014, Board of Courier rejected the offer.

R.R. Donnelley made a proposal to acquire Courier Corporation for approximately $210 million on October 20, 2014. Under the terms, R.R. Donnelley will acquire Courier shares, between a price-range of $17 per share to $18 per share. All the other terms were identical to the earlier offer. On October 22, 2014, Board of Courier rejected the offer.

R.R. Donnelley made a revised proposal to acquire Courier Corporation for approximately $210 million on November 11, 2014. Under the terms, R.R. Donnelley will acquire Courier shares at a price of $18.25 per share. All the other terms were identical to the earlier offer. On November 12, 2014, Board of Courier stated that it will review the offer from Quad/Graphics, Inc.

R.R. Donnelley made a revised proposal to acquire Courier Corporation for approximately $250 million on January 12, 2015. Under the terms, R.R. Donnelley will acquire Courier shares at a price of $21.50 per share. All the other terms were identical to the earlier offer. On January 12, 2015, the Board of Courier directed Courier's senior management to continue to seek an improvement in the terms of offer.

R.R. Donnelley made a revised proposal to acquire Courier Corporation for approximately $270 million in cash or stock on January 26, 2015. R.R. Donnelley will pay $23 per share in cash or common stock, subject to proration in the event that shareholders elect to receive more than approximately 49% cash or more than approximately 51% stock. Courier may be required to pay RRD a termination fee in an amount equal to $7.5 million while RRD may be required to pay Courier a termination fee in an amount equal to $12 million.

R.R. Donnelley & Sons Company signed a definitive agreement to acquire Courier Corporation on February 5, 2015. Under the terms of the transaction, Courier's shareholders will have the option to elect to receive either $23 in cash or 1.3756 RR Donnelley common shares for each outstanding share of Courier they own. The transaction is subject to Courier shareholder approval, expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the registration statement on Form S-4 to be filed with SEC, the shares of R.R. Donnelley & Sons common stock to be issued in the merger shall have been approved for listing on NASDAQ, regulatory approvals and other customary closing conditions.

The agreement has been approved by Board of Directors of R.R. Donnelley and Courier. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on March 23, 2015. As of May 7, 2015 Courier Corporation announced that a Special Meeting of Shareholders will be held on June 5, 2015. The deal is expected to close in the second half of 2015 and the acquisition is expected to be deleveraging and accretive to R.R. Donnelley's non-GAAP earnings per diluted share within 12 months following the closing of the transaction. As on May 29, 2015, the Board of Directors of Courier Corporation approved the termination of the Senior Executive Severance Program. The termination of program is expected to be effective on June 8, 2015, conditioned upon the consent of each of the Plan participants and the approval by the Courier shareholders. Under the terms of the merger agreement, Courier has obtained R.R. Donnelley consent to the termination of the Plan and the related payments to the Plan participants. There are 30 participants in the Plan, including Courier three named executive officers. As of June 5, 2015, the transaction was approved by shareholders of Courier Corporation and also approved the compensation payable to certain Executive Officers of Courier Corporation in connection with the transaction.

Sean Madnani, Greg Werntz and Josh Cahen of Blackstone Advisory Partners L.P. acted as financial advisors to Courier and will be paid fees of $2.9 million. James A. Matarese and Robert P. Whalen of Goodwin Procter LLP acted as legal advisors to Courier. Mary C. Niehaus, Scott R. Williams, Justin D. Petersen, Andrew Chinsky, Teresa L. Reuter, James W. Ducayet, Karen A. Hayes, Ami N. Wynne, John T. Schaff, Brent M. Steele, Marc E. Raven, Laura L. Leonard and Gregory A. Marrs of Sidley Austin LLP acted as legal advisor and Centerview Partners LLC acted as financial advisor for R. R. Donnelley & Sons. Computershare Trust Company, N.A. acted as transfer agent to Courier. MacKenzie Partners, Inc. acted as information agent to Courier and will be paid fee of approximately $25,000. Trisha Mowbray of Jones Day acted as legal advisor to R.R. Donnelley. Courier agreed to pay Blackstone a transaction fee for its services of approximately $2,900,000 million in the aggregate, of which $750,000 became payable upon delivery of Blackstone's opinion