Donnelley Ups Bid to Buy Quebecor to $1.83B

New proposal adds $178M in cash, $21.6M in stock, assumption of pensions.

By Dylan Stableford
06/09/2009

R.R. Donnelley has increased its offer to buy Quebecor World.

In a letter sent Monday by Donnelley to the Quebecor World filed with the Securities and Exchange Commission, the Chicago-based Donnelley has increased its original cash offer of $957 million in cash to $1.135 billion, the value of its stock offer by $21.6 million and the assumption of pension liabilities, which Donnelley estimates is at least $275 million.

The new deal is valued at roughly $1.825 billion.

“We believe that this (proposal) is overwhelmingly in the best interests of your creditors,” the letter said. “The transaction proposed by us is significantly more favorable to the creditors … than the stand-alone restructuring proposed by the current draft plans of reorganization.”

Donnelley says its offer includes $476 million more cash than QW’s reorganization plan calls for.

Quebecor did not immediately return a request for comment. But sources indicate that its board of directors reviewed the offer yesterday, and that it feels the proposal still lacks certainty as to closing, given antitrust conditions.

In April, Quebecor World reached a $1.5 billion agreement with its creditors that it said will allow the company to emerge from bankruptcy protection this summer.

The latest proposal by Donnelley also ensures the “retention of key employees … through the closing of any transaction and for a transition period following closing.”

Last month, R.R. Donnelley sent an unsolicited letter to Quebecor expressing interest in purchasing the printer for roughly $1.35 billion.

According to the letter, Donnelley says it has enough cash on hand to buy Quebecor.

“There would be no financing condition to the acquisition,” the letter said.

A vote on a response by Quebecor’s board is expected imminently. And a QW press release is expected to be issued later today.