Banta - RR Donnelley

Banta Corporation (BN)
R.R. Donnelley & Sons Company (RRD)
$1.3B Cash Merger

Summary

Leading printer acquires another printer

$36.50 per BN share: $1.3B total

Excludes BN's recently declared $16 special dividend
BN news - stock chart

Expands RRD's printing, digital imaging, content management

Announced 10.31.06

Follows bear hug letter from Cenveo, another printer

See Bear Hug Offer from Rival

Closed 1.09.07

Bear Hug Offer from Rival

RRD deal follows bear hug from Cenveo

Cenveo takes proposal public 8.09.06

Offers $46 per share

Cenveo goes public again 9.05.06

Raises offer to $47 per share

Banta announces counter measures 9.14.06

Cost cutting initiative
$16 per share special dividend

Cenveo makes a formal proposal 9.20.06
Cenveo update 10.02.06

Cenveo makes best and final offer 10.03.06

Raises offer to $50 per share
$34 ex-special dividend

Warns of offer expiring 10.19.06

Set to expire 10.31.06
"The only reason I can think of for your delay in responding to our proposal is that your advisors are still looking for another party to pay a higher price."

Cenveo withdraws offer 10.31.06

Preceded announcement of RRD deal

See Bear Hug Letters

Advisors

Financial

RRD: Goldman Sachs
BN: UBS Securities

Legal

RRD: Sullivan & Cromwell
BN: Foley & Lardner

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2. Closing
1.3. Effective Time

Article II Articles of Incorporation and Bylaws of the
Surviving Corporation

2.1. The Articles of Incorporation
2.2. The Bylaws

Article III Officers and Directors of the Surviving
Corporation

3.1. Directors
3.2. Officers

Article IV Effect of the Merger on Capital Stock; Exchange
of Certificates

4.1. Effect on Capital Stock
4.2. Exchange of Certificates
4.3. Treatment of Stock Plans
4.4. Adjustments to Prevent Dilution

Article V Reps

5.1. Company

(a) Organization, Good Standing and Qualification
(b) Capital Structure
(c) Corporate Authority; Approval and Fairness
(d) Governmental Filings; No Violations; Certain Contracts
(e) Company Reports; Financial Statements
(f) Absence of Certain Changes
(g) Litigation and Liabilities
(h) Employee Benefits
(i) Compliance with Laws; Licenses
(j) Material Contracts
(k) Real Property
(l) Takeover Statutes
(m) Environmental Matters
(n) Taxes
(o) Labor Matters
(p) Intellectual Property
(q) Insurance
(r) Rights Agreement
(s) Brokers and Finders

5.2. Parent and Merger Sub

(a) Organization, Good Standing and Qualification
(b) Corporate Authority
(c) Governmental Filings; No Violations; Etc
(d) Litigation
(e) Available Funds
(f) Capitalization of Merger Sub
(g) At the time immediately preceding the date...

Article VI Covenants

6.1. Interim Operations
6.2. Acquisition Proposals
6.3. Information Supplied
6.4. Shareholders Meeting
6.5. Filings; Other Actions; Notification
6.6. Access and Reports
6.7. Stock Exchange De-listing
6.8. Publicity
6.9. Employee Benefits
6.10. Expenses
6.11. Indemnification; Directors' and Officers' Insurance
6.12. Other Actions by the Company

Article VII Conditions

7.1. Each Party
7.2. Parent and Merger Sub
7.3. Company

Article VIII Termination

8.1. Termination by Mutual Consent
8.2. Termination by Either Parent or the Company
8.3. Termination by the Company
8.4. Termination by Parent
8.5. Effect of Termination and Abandonment

Article IX Miscellaneous and General

9.1. Survival
9.2. Modification or Amendment
9.3. Waiver of Conditions
9.4. Counterparts
9.5. Governing Law and Venue Waiver of Jury Trial;
Specific Performance
9.6. Notices
9.7. Entire Agreement
9.8. No Third Party Beneficiaries
9.9. Obligations of Parent and of the Company
9.10. Definitions
9.11. Severability
9.12. Interpretation; Construction
9.13. Assignment

Other Agreements

Rights plan amendment

Proxy Solicitation

Definitive proxy statement 12.06.06

Table of contents

Preliminary proxy statement 11.13.06

Deal Protection

No shop covenant

Merger agreement §6.2
Proxy statement disclosure scroll to page 38

Break-up fee

$34.2mm, plus out-of-pocket expenses
Agreement §8.5
Proxy statement disclosure scroll to page 43

Regulatory Approvals

HSR Act

Merger agreement §6.5
Proxy statement disclosure scroll to page 40

Fairness Opinion

UBS fairness opinion

Proxy statement disclosure scroll to page 17

Tax Matters

Disclosure

Proxy statement disclosure scroll to page 28

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