FRAMINGHAM, Mass. and
DEERFIELD, Ill., Dec. 12, 2018 /PRNewswire/ -- Staples, Inc.
("Staples") and Essendant Inc. (NASDAQ: ESND) ("Essendant") today
announced that, pursuant to the Merger Agreement (as defined
below), Egg Merger Sub Inc. ("Egg Merger Sub") and Egg Parent Inc.
("Egg Parent"), affiliates of Staples, have extended the expiration
time of the previously announced tender offer for all outstanding
shares of Essendant's common stock to 6:00
p.m., New York City time,
on December 18, 2018, unless the
tender offer is further extended in accordance with the Agreement
and Plan of Merger, dated as of September
14, 2018, by and among Essendant, Staples, Egg Parent and
Egg Merger Sub (the "Merger Agreement"). The tender offer was
previously scheduled to expire at 6:00
p.m., New York City time,
on December 11, 2018. The
tender offer is being made pursuant to the Merger Agreement. Egg
Merger Sub and Egg Parent expect the tender offer will be
consummated promptly following the expiration time (as extended
hereby), subject to the satisfaction of the remaining closing
conditions.
The depositary for the tender offer has indicated that, as of
6:00 p.m., New York City time, on December 11, 2018, 20,419,749 shares of Essendant
common stock have been validly tendered and not properly withdrawn
pursuant to the tender offer (excluding 449,114 shares tendered
pursuant to guaranteed delivery procedures), which represent,
together with the 4,203,631 shares already owned by Egg Parent, Egg
Merger Sub or any of their respective "affiliates" (as defined by
Section 251(h)(6) of the General Corporation Law of the
State of Delaware (the "DGCL")),
approximately 65.4% of the outstanding shares. Stockholders who
have already tendered their shares into the tender offer do not
have to re-tender their shares or take any other action as a result
of the extension of the expiration time of the tender offer.
Completion of the tender offer remains subject to additional
conditions described in the tender offer statement on Schedule TO
filed by Egg Merger Sub, Egg Parent and Staples with the U.S.
Securities and Exchange Commission (the "SEC") on September 24, 2018 (as amended and supplemented,
the "Schedule TO"). Such conditions include the expiration or
termination of any waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") and the number of shares representing a majority of the
shares then outstanding (including shares then owned by Egg Parent,
Egg Merger Sub or any of their respective "affiliates" (as defined
by Section 251(h)(6) of the DGCL)) being validly tendered and not
properly withdrawn prior to the expiration of the tender offer
(including any extensions). The tender offer will continue to be
extended until all conditions are satisfied or waived, or until the
tender offer is terminated, in either case pursuant to the terms of
the Merger Agreement and as described in the Schedule TO.
D.F. King & Co., Inc. ("D.F. King") is acting as information
agent in the tender offer. Equiniti Trust Company is acting as
depositary and paying agent in the tender offer. Requests for
documents and questions regarding the tender offer may be directed
to D.F. King by telephone at (800) 870-0126 or banks and brokers
may call (212) 269-5550.
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 https://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 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 CONTAIN OR 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 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 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, customers, 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 SEC by Essendant, Staples, Egg
Parent or Egg Merger Sub 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.; Essendant Inc.
