This Amendment No. 30 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the “Schedule
14D-9”)
filed by Essendant Inc., a
Delaware corporation (“Essendant”), with the Securities and Exchange Commission on September 24, 2018, relating to the offer by Egg Merger Sub Inc. (a Delaware corporation and a direct wholly owned subsidiary of Egg Parent Inc., a
Delaware corporation, and an affiliate of Staples, Inc., a Delaware corporation) to purchase all of the outstanding shares of Essendant’s common stock, par value $0.10 per share, at a purchase price of $12.80 per share, net to the seller in
cash, without interest, subject to any deduction or withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 24, 2018 (incorporated by reference in the
Schedule
14D-9
as Exhibit (a)(1)(A)), as amended or supplemented from time to time, and in the related Letter of Transmittal (incorporated by reference in the Schedule
14D-9
as Exhibit (a)(1)(B)), as amended or supplemented from time to time.
Except to the extent amended and
supplemented by this Amendment, the information in the Schedule
14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Schedule
14D-9.
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Item 8.
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Additional Information.
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Item 8 of the Schedule
14D-9
is hereby amended and supplemented by inserting after the subsection titled “Certain
Litigation” a new subsection titled “Expiration of the Offer” and the disclosure set forth below:
“The Offer and all
withdrawal rights thereunder expired at 6:00 p.m., New York City time, on January 30, 2019. Equiniti Trust Company, in its capacity as depositary for the Offer, has indicated that, as of the Expiration Time, 25,794,684 Shares have been validly
tendered and not properly withdrawn pursuant to the Offer (excluding 901,097 Shares tendered pursuant to guaranteed delivery procedures but not yet delivered), which represent, together with the 4,203,631 Shares already owned by Parent, Purchaser or
any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), approximately 79.7% of the outstanding Shares.
The number of Shares validly tendered and not properly withdrawn pursuant to the Offer (excluding Shares tendered pursuant to guaranteed
delivery procedures but not yet delivered), together with the Shares already owned by Parent, Purchaser or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), satisfies the Minimum Condition. As the
Minimum Condition and each of the other conditions of the Offer have been satisfied (or validly waived), Purchaser has accepted for payment and will promptly pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired sufficient Shares so that, pursuant to
Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. Immediately following the Acceptance Time and in accordance with the DGCL, Purchaser will be merged with and into the Company, and the Company will
continue as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. At the Merger Effective Time, the Shares not purchased pursuant to the Offer (other than (i) Shares owned, directly or indirectly, by Parent, the
Company (including Shares held as treasury stock) or Purchaser immediately prior to the Merger Effective Time,