RR Donnelley & Sons Company and Edgar Online jointly announced today that they have signed a definitive agreement pursuant to which RR Donnelley will acquire Edgar Online, a leading provider of disclosure management services, financial data and enterprise risk analytics software and solutions for both corporate and investment professionals.
The deal is valued at approximately $70.5 million, which includes $1.092 per common share, assumption of debt and payment of an amount equal to the redemption price of the preferred shares. The transaction is expected to close during the third quarter of 2012. 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 EDGAR Online shareholders.
"This acquisition continues to expand the range of our digital offering and further enhances our ability to deliver integrated communications solutions," said Thomas J. Quinlan, III, RR Donnelley's President and Chief Executive Officer. "In every segment that we serve we provide a full set of resources for creating, managing, producing, distributing and even monetizing content."
EDGAR Online has provided XBRL (eXtensible Business Reporting Language) services to RR Donnelley's Financial Services offering since 2008. Working with EDGAR Online, RR Donnelley has become an industry leader in executing XBRL filings.
"We are very pleased to be joining a company with whom we have worked so closely," observed Robert J. Farrell, EDGAR Online's President and CEO. "Our proven innovative solutions for professionals who produce and consume financial information can be immediately leveraged by RR Donnelley's customer base. We expect that this combination will help to drive the development and deployment of our SaaS-based governance, risk and compliance (GRC) solutions that can help RR Donnelley meet its clients' growing financial communications needs."
Tom Juhase, President of RR Donnelley's Financial Services offering, stated, "This is a natural fit with our growing portfolio of financial disclosure management services and a superb match for our clients' needs for end-to-end solutions. Our long working relationship with EDGAR Online gives us immense confidence in their platform, people and processes. They will bring best in class technology and deep domain expertise in XBRL -- an area of vital importance to our clients.
"We are seeing significant demand for XBRL services this year as all public companies soon will need to comply with the SEC's detailed tagging requirements. EDGAR Online has a tested platform that has scaled in concert with our capacity needs. With EDGAR Online, we are able to further assist our clients with the creation of key documents and provide investors innovative analytical tools that support even better-informed decision making," concluded Juhase.