Expands Digital Communications and XBRL Capabilities
Software Provides Tested Platform for XBRL Creation and Review
and Innovative Tools for Disclosure Management
R. R. Donnelley & Sons Company (Nasdaq:RRD)
and EDGAR Online (Nasdaq:EDGR) jointly announced
today that they have signed a definitive agreement pursuant to
which RR Donnelley will acquire EDGAR Online, a leading provider of
disclosure management services, financial data and enterprise risk
analytics software and solutions for both corporate and investment
professionals. The deal is valued at approximately $70.5 million,
which includes $1.092 per common share, assumption of debt and
payment of an amount equal to the redemption price of the preferred
shares. The transaction is expected to close during the third
quarter of 2012. The acquisition is expected to be accretive to RR
Donnelley's earnings in the first full year after the closing of
the transaction and is subject to customary closing conditions,
including regulatory approval and approval of EDGAR Online
shareholders.
"This acquisition continues to expand the range of our digital
offering and further enhances our ability to deliver integrated
communications solutions," said Thomas J. Quinlan, III, RR
Donnelley's President and Chief Executive Officer. "In every
segment that we serve we provide a full set of resources for
creating, managing, producing, distributing and even monetizing
content."
EDGAR Online has provided XBRL (eXtensible Business Reporting
Language) services to RR Donnelley's Financial Services offering
since 2008. Working with EDGAR Online, RR Donnelley has become an
industry leader in executing XBRL filings.
"We are very pleased to be joining a company with whom we have
worked so closely," observed Robert J. Farrell, EDGAR Online's
President and CEO. "Our proven innovative solutions for
professionals who produce and consume financial information can be
immediately leveraged by RR Donnelley's customer base. We expect
that this combination will help to drive the development and
deployment of our SaaS-based governance, risk and compliance (GRC)
solutions that can help RR Donnelley meet its clients' growing
financial communications needs."
Tom Juhase, President of RR Donnelley's Financial Services
offering, stated, "This is a natural fit with our growing portfolio
of financial disclosure management services and a superb match for
our clients' needs for end-to-end solutions. Our long working
relationship with EDGAR Online gives us immense confidence in their
platform, people and processes. They will bring best in class
technology and deep domain expertise in XBRL – an area of vital
importance to our clients.
We are seeing significant demand for XBRL services this year as
all public companies soon will need to comply with the SEC's
detailed tagging requirements. EDGAR Online has a tested platform
that has scaled in concert with our capacity needs. With EDGAR
Online, we are able to further assist our clients with the creation
of key documents and provide investors innovative analytical tools
that support even better-informed decision making," concluded
Juhase.
About RR Donnelley
RR Donnelley (Nasdaq:RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
ensure compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
About EDGAR Online
EDGAR Online (Nasdaq:EDGR) provides financial data, analytics
and disclosure management solutions to help corporations and
institutional investors facilitate compliance and management of
regulatory disclosure filings. In addition to developing a variety
of unique as-reported and normalized data sets, EDGAR Online is an
industry leader in XBRL (eXtensible Business Reporting Language)
processing. Thousands use the company's solutions, including U.S.
public companies, mutual funds, leading financial analysts and
institutional investors, as well as global regulators such as the
FDIC, Banque de France and the U.S. Securities and Exchange
Commission. The company delivers its solutions, including
ActiveXBRL software solutions, through an extensive network of
partners, including Business Wire, LexisNexis®, NASDAQ OMX, Oracle,
PR Newswire, RR Donnelley and SAP.
Important Merger Information
In connection with the proposed acquisition, EDGAR Online
intends to file a proxy statement on Schedule 14A with the
Securities and Exchange Commission, or SEC, and EDGAR Online and RR
Donnelley intend to file other relevant materials with the SEC.
Stockholders of EDGAR Online are urged to read all relevant
documents filed with the SEC when they become available, including
EDGAR Online's proxy statement, because they will contain important
information about the proposed transaction. A definitive proxy
statement will be sent to holders of EDGAR Online stock seeking
their approval of the proposed transaction.
Investors and security holders will be able to obtain the
documents (when available) free of charge at the SEC's web site,
http://www.sec.gov. In addition, EDGAR Online stockholders may
obtain free copies of the documents filed with the SEC when
available by contacting EDGAR Online's Investor Relations at 11200
Rockville Pike, Suite 310 Rockville, MD 20852.
Phone 1-301-287-0364. Such documents are not currently
available. You may also read and copy any reports, statements and
other information filed with the SEC at the SEC public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room.
EDGAR Online and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the
holders of EDGAR Online common stock in respect of the proposed
transaction. Information regarding the directors and executive
officers of EDGAR Online is available in the 2011 Annual Report on
Form 10-K, filed with the SEC on March 13, 2012, and the amendment
to such report filed with the SEC on April 30, 2012. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant
documents filed with the SEC when they become available.
Use of Forward-Looking Statements
This news release may contain "forward-looking statements" as
defined in the U.S. Private Securities Litigation Reform Act of
1995. Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements speak only as
of the date of this news release and are based on current
expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ
materially from such forward-looking statements. Readers are
strongly encouraged to read the full cautionary statements
contained in RR Donnelley's and EDGAR Online's filings with the
SEC. RR Donnelley and EDGAR Online disclaim any obligation to
update or revise any forward-looking statements.
These forward-looking statements are subject to a number of
risks that could cause actual results to differ materially from
those contained in the forward-looking statements, including the
risk that EDGAR Online's stockholders may not approve the merger
and that the regulatory approvals and any other required approvals
in connection with the merger may not be obtained on the proposed
terms or at the times anticipated.
CONTACT: Media Contact:
Doug Fitzgerald, Executive Vice President Communications
Tel: 630-322-6830 E-mail: doug.fitzgerald@rrd.com
RRD Investor Contact:
Dave Gardella, Senior Vice President Finance
Tel: 312-326-8155 E-mail: david.a.gardella@rrd.com
EDGR Investor Contact:
David Price, CFO
Tel: 301-287-0364 E-mail: dprice@edgar-online.com
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