Robbins Arroyo LLP: Acquisition of Courier Corporation (CRRC) by Quad/Graphics, Inc. (QUAD) May Not Be in Shareholders’ Best Interests
Robbins Arroyo LLP is investigating the proposed acquisition of Courier Corporation (NASDAQ: CRRC) by Quad/Graphics, Inc. (NYSE: QUAD). On January 16, 2015, the two companies announced the signing of a definitive merger agreement pursuant to which Courier shareholders will receive the equivalent of $20.50, consisting of cash and shares of Quad/Graphics Class A common stock, at the shareholder’s election.
Is the Proposed Acquisition Best for Courier and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Courier is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $20.50 merger consideration is more than 20% below the average one-day premium for comparable transactions within the past 5 years.
On November 20, 2014, Courier released its earnings results for its fourth quarter 2014, reporting strong quarterly earnings. Specifically, Courier reported fourth-quarter revenues in fiscal 2014 were $84 million, up from $83 million in the prior year’s fourth quarter. Courier also reported income from continuing operations of $7.2 million compared to $6.8 million in the prior year’s fourth quarter. Courier also beat consensus analyst estimates for its adjusted EPS in three of its last four quarters. In commenting on these results, Courier Chairman and Chief Executive Officer James F. Conway III remarked, “We finished the year in very good shape in our traditional businesses …During the quarter we continued to serve our North American customers well, running close to capacity in four-color, both offset and digital, as we maintained our leading position in customized college textbooks and benefited from growing demand at the elementary and high school levels. At the same time, we continued to pursue related opportunities in South America’s education market. Earlier this week, we completed our acquisition of a 60% interest in Digital Page Grafica e Editora, a digital printer based in Sao Paulo, Brazil.”
In light of these facts, Robbins Arroyo LLP is examining Courier board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Courier shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Courier shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.