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RR Donnelley to Acquire Banta Corporation
Chicago, Illinois, and Menasha, Wisconsin, USA, 31 October 2006 -- /PRNewswire/ -- R.R. Donnelley & Sons Company (NYSE: RRD) and Banta Corporation (NYSE: BN) jointly announced today that they have signed a definitive agreement by which RR Donnelley will acquire Banta, a provider of printing, supply chain management and related services.

The all-cash deal is valued at approximately USD 1.3 billion, or USD 36.50 per share after the special dividend of USD 16.00 per share already declared by Banta. The agreement has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2007. The acquisition is expected to be accretive to R.R. 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 Banta shareholders.

The combination will enable R.R. Donnelley to expand the range of products and services it offers customers, while at the same time enhancing its services to the magazine, catalog, book, and direct marketing segments. Banta, with operations in the United States, Europe, and Asia, will significantly enhance R.R. Donnelley's geographic footprint and create opportunities for additional scale in locations where R.R. Donnelley is already present.

Banta, headquartered in Menasha, Wisconsin, has annual revenues of approximately USD 1.5 billion and provides comprehensive printing and digital imaging solutions to leading publishers and direct marketers, including advanced digital content management and e-business services. Banta also provides a wide range of procurement management, and other outsourcing capabilities to the world's largest technology companies.

R.R. Donnelley also reaffirmed its previously announced 2006 full year non-GAAP net earnings per diluted share from continuing operations earnings guidance to be in the range of USD 2.45 to USD 2.50, but trending toward the high end of the range. GAAP net earnings per diluted share from continuing operations in 2006 may include restructuring, impairment, and integration charges, the resolution of certain tax items, and other items that are not currently determinable, but may be significant. For that reason, the company is unable to provide full-year GAAP net earnings estimates at this time.

Goldman, Sachs & Co. served as financial advisor to RR Donnelley and Sullivan & Cromwell LLP provided legal counsel. UBS Securities LLC served as financial advisor to Banta and Foley & Lardner LLP provided legal counsel.

A conference call and simultaneous webcast to discuss the transaction will be held on 01 November 2006 The live webcast will be accessible on both R.R. Donnelley's Web site: http://www.rrdonnelley.com and Banta's Web site: http://www.banta.com. A webcast replay will be archived on both companies' Web sites for 30 days after the call. In addition, a telephonic replay of the call will be available for seven days at (877) 519-4471 (toll-free domestic); passcode: 8068896.


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