DATA Communications Management Corp. (TSX:DCM) entered into a share purchase agreement to acquire Moore Canada Corporation from R. R. Donnelley & Sons Company for approximately CAD 120 million on February 22, 2023. The consideration will be paid in cash and is subject to working capital and other customary post-closing adjustments.

The Share Purchase Agreement contains various representations, warranties, covenants, indemnities and customary closing conditions. Included in the purchase price, DCM will acquire three sites currently owned by RRD Canada at an implied net value of approximately CAD 30 million. Following closing of the acquisition transaction, DCM intends to enter into a sale and lease-back arrangement for each site.

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. RRD Canada generated revenue of approximately CAD 250 million in 2022. 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.

As of March 29, 2023; DATA Communications Management Corp. has received a “no-action letter” from the Canadian Competition Bureau, confirming that the Commissioner of Competition does not intend to challenge DCM’s acquisition of the Canadian operations of R.R. Donnelley & Sons Company. Boston Consulting Group has provided due diligence counsel to DCM on the acquisition and will serve as lead merger integration advisor to DCM upon the successful close of the transaction.

In addition, Clarus Securities Inc. and PricewaterhouseCoopers acted as financial advisors to DCM and McCarthy Tétrault LLP is serving as legal counsel. Blake, Cassels & Graydon LLP (Canada) and BakerHostetler (U.S.) are serving as legal counsel to RRD.