In a virtual special meeting of shareholders held yesterday (23 February), the US-headquartered multichannel marketing and business services group’s stockholders were asked to consider two proposals relating to the Chatham merger agreement.
This deal would see an affiliate of Chatham – RRD’s largest investor – acquire all of the outstanding shares of RRD common stock that Chatham does not already own for $10.85 (£8.08) per share in cash.
The first proposal, to adopt the merger agreement, “was approved by affirmative vote of a majority of the outstanding shares of RRD common stock entitled to vote thereon”, RRD stated.
It added the second proposal, which was a non-binding, advisory proposal to approve compensation that will or may become payable by RRD to its named executive officers in connection with the merger, “was approved by the affirmative vote of the holders of a majority of the shares of RRD common stock entitled to vote thereon and present or represented by proxy at the special meeting”.
Approval by RRD’s stockholders satisfies one of the conditions necessary for the completion of the transaction and the company said that “as previously disclosed, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired”.
Accordingly, the parties expect the transaction to close tomorrow (25 February). Upon its completion, RRD’s shares will no longer trade on the New York Stock Exchange, and RRD will become a private company.
The full results of both approved votes were reported on a Form 8-K filed by RRD today. It said that a total of 75,212,238 shares of the company’s common stock were issued and outstanding and entitled to vote as of the close of business on 18 January 2022, the record date for the special meeting.
Approximately 54,939,332 shares of the company’s common stock issued and outstanding were present or represented by proxy at the special meeting, representing around 73.05% of those shares entitled to vote, which constituted a quorum.
On the proposal to adopt the merger agreement, 54,660,433 shares were for the deal, 235,480 were against it and 43,419 abstained.
On the second proposal, regarding the non-binding, advisory proposal to approve compensation, 46,285,576 shares were for the proposal, 7,913,297 were against it and 740,459 abstained.
In its full-year results for 2021 released last week, RRD posted net sales of $4.96bn, up 4.1% on the $4.77bn it achieved in 2020.
Shares in RRD closed at $10.83 yesterday, up by 0.09%, and had a pre-market price today of $10.78.
