Ademi LLP is investigating R.R. Donnelley (NYSE: RRD), for possible breaches of fiduciary duty and other violations of law in its transaction with Atlas.
Ademi LLP alleges R.R. Donnelley’s financial outlook and prospects are excellent and yet R.R. Donnelley shareholders will receive only $8.52 per share in cash for each share. The merger agreement unreasonably limits competing bids for R.R. Donnelley by prohibiting solicitation of further bids, and imposing a significant penalty if R.R. Donnelley accepts a superior bid. R.R. Donnelley insiders will receive substantial benefits as part of change of control arrangements. For example, Chatham Asset Management, LLC ("Chatham"), a private investment firm which manages funds that beneficially own approximately 14.9% of the outstanding common stock of R.R. Donnelley and which is the largest bondholder of R.R. Donnelley has offered to acquire R.R. Donnelley for $9.00-9.50 per share in cash. Chatham reports that R.R. Donnelley has not allowed Chatham to conduct appropriate due diligence.