R.R. Donnelley & Sons Company and Banta Corporation jointly announced today that they have signed a definitive agreement pursuant to which RR Donnelley will acquire Banta, a provider of printing, supply chain management and related services. The all-cash deal is valued at approximately $1.3 billion, or $36.50 per share after the special dividend of $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 RR 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 RR 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 RR Donnelley's geographic footprint and create opportunities for additional scale in locations where RR Donnelley is already present.

Banta, headquartered in Menasha, Wisconsin, has annual revenues of approximately $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.

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