Courier Corp.

Courier Corp. shareholders voted to approve a merger with RR Donnelley & Sons, and also voted on executive compensation.

Courier reports that its first-quarter results are in line with its expectations amidst the sale to R.R. Donnelley & Sons. In particular, Courier reported higher revenues in educational book publishing, its largest principal market, driven by double-digit growth at its digital inkjet facilities.

RR Donnelley & Sons (RRD) and Courier Corp. jointly announced today that they have signed a definitive agreement by which RR Donnelley will acquire Courier Corp., a leader in digital printing, publishing and content management in the United States specializing in educational, religious and trade books. The agreement has been approved by each company’s Board of Directors.

It appeared that Courier’s roughly 1,500 employees would all be issued Quad/Graphics’ signature dark-blue work shirts to wear—a team-building concept initiated by the late Harry V. Quadracci many years ago. But that’s not how the closing chapter would ultimately be written for North America’s second largest book manufacturer.

If there was any doubt that Courier Corp. is one of the most respected book printers in America, that was put to rest by the January pursuit of the firm by its two chief competitors—RR Donnelley and Quad/Graphics. In the end, Courier Corp. decided that Donnelley's bid was too good to pass up and opted to terminate its agreement with Quad/Graphics. As part of the initial agreement, Quad/Graphics was given the opportunity to match RR Donnelley's offer, but declined to make any new proposal.

Courier Corp. announced today that its board of directors has reasonably determined in good faith, after consultation with its independent legal and financial advisors, that the non-binding, unsolicited proposal from RR Donnelley & Sons Company (RRD) to acquire the company for $23.00 per share in cash or RR Donnelley common stock is reasonably likely to result in a "Superior Proposal" as defined in Courier’s merger agreement with Quad/Graphics Inc.

Courier Corp. announced today that it has received a non-binding, unsolicited proposal from RR Donnelley & Sons Company (RRD) to acquire the company for $23.00 per share in cash or RR Donnelley common stock, subject to proration in the event that shareholders elect to receive more than approximately 49 percent cash or more than approximately 51 percent stock.

Quad/Graphics Inc. and Courier Corp. jointly announced a definitive agreement by which Quad/Graphics will acquire Courier, a leading innovator in book manufacturing, publishing and content management. Upon closing of the transaction, James F. Conway III will join Quad/Graphics as president of the Book Division. "We look forward to welcoming Courier’s clients and employees to Quad and redefining the book supply chain for the benefit of publishers everywhere," said Joel Quadracci, Quad/Graphics chairman, president and CEO.

Fourth-quarter revenues in fiscal 2014 were $84 million, up marginally from $83 million in last year’s fourth quarter, reported Courier Corp., based in North Chelmsford, MA. During the quarter, Courier sold its Creative Homeowner publishing business; as a result, Creative Homeowner is accounted for in both periods as a discontinued operation.

For an investment of approximately $9 million, Courier Corp. has acquired 60 percent interest in Digital Page Grafica e Editora, a digital printer based in Brazil. This move complements its partnership with Santillana, a textbook publisher serving Latin America that has a long-term printing and manufacturing agreement with Digital Page.