FRAMINGHAM, Mass. and
DEERFIELD, Ill., Sept. 24, 2018 /PRNewswire/ -- Staples, Inc. and
Essendant Inc. (NASDAQ: ESND) today announced that an affiliate of
Staples has commenced the previously announced tender offer for all
outstanding shares of Essendant's common stock at a purchase price
of $12.80 per share, net to the
seller in cash, subject to reduction for any applicable withholding
taxes in respect thereof, without interest.
On September 14, 2018, Essendant
entered into a definitive merger agreement with Staples and its
affiliates Egg Parent Inc. and Egg Merger Sub Inc., pursuant to
which the tender offer is being made.
Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. are
filing with the Securities and Exchange Commission today a tender
offer statement on Schedule TO, including an offer to purchase
and related letter of transmittal, setting forth the terms and
conditions of the tender offer. Additionally, Essendant is filing
with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth, among other things, the
recommendation of Essendant's Board of Directors that Essendant's
stockholders accept the tender offer and tender their shares in the
tender offer.
Essendant's Board of Directors unanimously recommends that
Essendant stockholders tender their shares in the tender offer.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition and
expiration or termination of any waiting period under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The
tender offer and withdrawal rights are scheduled to expire at one
minute after 11:59 p.m., New York City time, on October 22, 2018, unless extended in accordance
with the terms of the merger agreement.
Pursuant to the merger agreement, after completion of the tender
offer and the satisfaction or waiver of certain conditions, Egg
Merger Sub Inc. will merge with and into Essendant, with Essendant
continuing as the surviving entity, under Section 251(h) of
the Delaware General Corporation Law, without any further action by
any other stockholder of Essendant. All remaining outstanding
shares of Essendant's common stock will generally be automatically
cancelled and converted in the merger into the right to receive an
amount in cash equal to the $12.80
offer price per share net to the seller, subject to reduction for
any applicable withholding taxes in respect thereof, without
interest.
Upon the completion of the transaction, Essendant will become a
privately held company.
About Essendant
Essendant Inc. is a leading national distributor of workplace
items, with 2017 net sales of $5.0
billion. The company provides access to a broad assortment
of over 170,000 items, including janitorial and breakroom supplies,
technology products, traditional office products, industrial
supplies, cut sheet paper products, automotive products and office
furniture. Essendant serves a diverse group of customers, including
independent resellers, national resellers and e-commerce
businesses. Essendant's network of distribution centers enables it
to ship most products overnight to more than ninety percent of the
U.S.
About Staples
Staples brings technology and people together in innovative ways
to consistently deliver products, services and expertise that
elevate and delight customers. Staples is in business with
businesses and is passionate about helping businesses work better.
Headquartered outside of Boston,
Mass., Staples, Inc. operates primarily in North America. More information about Staples
is available at www.staples.com.
Notice to Investors
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell shares
of Essendant's common stock or any other securities.
The solicitation and the offer to purchase shares of Essendant's
common stock described in this press release will be made only
pursuant to the offer to purchase, letter of transmittal and
related materials that Staples has filed on Schedule TO with the
SEC, in each case, as amended from time to time. In addition,
Essendant has filed or will file its recommendation of the tender
offer on Schedule 14D-9 with the SEC. Additionally, Essendant and
Staples will file other relevant materials in connection with the
proposed acquisition of Essendant by Staples pursuant to the terms
of the merger agreement. INVESTORS AND STOCKHOLDERS OF ESSENDANT
ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING
ANY DECISION WITH RESPECT TO TENDERING THEIR SHARES IN THE TENDER
OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D‑9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC's web site at
https://www.sec.gov, and from the information agent named in the
tender offer materials. Investors may also obtain, at no charge,
any such documents filed with or furnished to the SEC by Essendant
under the investor relations section of Essendant's website at
https://www.essendant.com/ or by contacting Essendant's Investor
Relations Department at (847) 627-2900.
Forward-Looking Statements
This press release contains forward-looking statements,
including, without limitation, the statements made with respect to
the tender offer and related transactions, including the benefits
expected from the acquisition and the expected timing of the
completion of the transaction. From time to time, oral or written
forward-looking statements may also be included in other
information released to the public. These forward-looking
statements are intended to provide management's current
expectations or plans for our future operating and financial
performance, based on assumptions currently believed to be valid.
Forward-looking statements often contain words such as "may,"
"can," "could," "would," "should," "expects," "anticipates,"
"estimates," "intends," "plans," "believes," "seeks," "will," "is
likely to," "scheduled," "positioned to," "continue," "forecast,"
"aim," "goal," "target," "predicting," "projection," "potential" or
similar expressions, although not all forward-looking statements
contain these words. Forward-looking statements may include
references to goals, plans, strategies, objectives, projected costs
or savings, anticipated future performance, results, events or
transactions of Essendant or Staples and the expected timing of the
tender offer and other statements that are not strictly historical
in nature. These forward-looking statements are based on
management's current expectations, forecasts and assumptions,
including the planned completion of the tender offer, and could
ultimately prove inaccurate. This means the forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, including, but not
limited to: uncertainties as to the timing of the tender offer and
the merger; uncertainties as to how many Essendant stockholders
will tender their shares in the offer; the possibility that
competing offers will be made; the ability to receive the required
consents and regulatory approvals to the tender offer and the
merger and to satisfy the other conditions to the closing of the
proposed acquisition of Essendant by Staples on a timely basis or
at all, including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act); the occurrence of events that
may give rise to a right of one or both of Essendant and Staples to
terminate the merger agreement; the risk that, prior to the
completion of the transaction, Essendant's business and its
relationships with employees, collaborators, vendors and other
business partners could experience significant disruption due to
transaction-related uncertainty; the risk that stockholder
litigation in connection with the tender offer or the merger may
result in significant costs of defense, indemnification and
liability; negative effects of the announcement of the proposed
acquisition of Essendant by Staples on the market price of
Essendant's common stock and/or on Essendant's or Staples'
respective businesses, financial condition, results of operations
and financial performance; risks associated with
transaction-related litigation; the ability of Essendant to retain
and hire key personnel; and the risks and uncertainties pertaining
to Essendant's business, including those detailed under "Risk
Factors" and elsewhere in Essendant's public periodic filings with
the SEC. There can be no assurance that the proposed acquisition of
Essendant by Staples or any other transaction described above will
in fact be consummated in the manner described or at all.
Stockholders, potential investors and other readers are urged to
consider these risks and uncertainties in evaluating
forward-looking statements and are cautioned not to place undue
reliance on the forward-looking statements. It is not possible to
anticipate or foresee all risks and uncertainties, and investors
should not consider any list of risks and uncertainties to be
exhaustive or complete. For additional information on identifying
factors that may cause actual results to vary materially from those
stated in forward-looking statements, please see the statements and
reports on Forms 10-K, 10-Q and 8-K, Schedule TO and Schedule 14D-9
filed with or furnished to the Securities and Exchange Commission
by Essendant, Staples, Egg Parent Inc. and Egg Merger Sub Inc. and
other written statements made by Essendant and Staples from time to
time. The forward-looking information herein is given as of this
date only and is qualified in its entirety by this cautionary
statement, and Essendant and Staples undertake no obligation to
revise or update it.
Contacts
For Essendant:
Janet Zelenka – Senior Vice
President and CFO – (847) 627-7000
Ryon Wharton – Vice President
Finance and Investor Relations – (847) 627-2900
For Staples:
Investors:
D.F. King & Co., Inc.
Edward McCarthy / Kristian Klein, 212-269-5550
Media:
Gladstone Place Partners
Michael Flaherty, 212-230-5930
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SOURCE Staples, Inc.