Date Announced

February 22, 2023

Lead Office

Toronto

Value

123.00 Million CAD

On February 22, 2023, DATA Communications Management Corp. (“DCM”), a leading provider of marketing and business communication solutions, announced that it has entered into a share purchase agreement (the “Purchase Agreement”) to acquire the Canadian operations of R.R. Donnelley & Sons (“RRD”) for a total cash purchase price of C$123 million (subject to working capital and other customary post-closing adjustments).

Under the terms of the Share Purchase Agreement between DCM and RRD, DCM will acquire all the issued shares of Moore Canada Corporation (RRD Canada) ("RRD Canada"), a wholly owned subsidiary of RRD. The Share Purchase Agreement contains various representations, warranties, covenants, indemnities and customary closing conditions. The transaction is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions and receipt of third party and regulatory approvals including those required under Canada’s Competition Act. DCM intends to finance 100 percent of the purchase price in cash through fully committed credit facilities from a Canadian Chartered Bank and Fiera Private Debt. Included in the purchase price, DCM will acquire three sites currently owned by RRD at an implied net value of approximately $30 million. Following closing of the acquisition transaction, DCM intends to enter into a sale and lease-back arrangement for each site.

DCM, based in Brampton, is a communication solutions partner that helps its clients and agencies deploy unified marketing campaigns across multiple channels.

McCarthy Tétrault is assisting DCM with a team led by Jonathan Grant and Aathmika Kularatnam that includes Victoria de Luna, Mitchell Lui (Business Law); Jamie Orzech, Jessie Bachinsky, Robert Di Battista, Rafaella Arapovic, Luke Madill (Real Property and Planning); Trevor Lawson, Nicole Naglie (Labour and Employment); Deron Waldock, Julia Miller (Pensions and Benefits); Jason Gudofsky, Gideon Kwinter, Alykhan Rahim (Competition); Gordon Baird, Nicole Shapero (Financial Services); Joanna Rosengarten, Amelia Fong (Environmental); Vincent Yip (Intellectual Property); Conrad Lee, Jacob Robinson (Technology); Robert Glasgow (International Trade); Shauvik Shah (Anti-Money Laundering); Patrick McCay, Simon Douville and Kathryn Walker (Tax).