FRAMINGHAM, Mass. and
DEERFIELD, Ill., Jan. 31, 2019 /PRNewswire/ -- Staples, Inc.
("Staples") and Essendant Inc. (NASDAQ: ESND) ("Essendant") today
announced the successful completion of the previously announced
tender offer by Egg Merger Sub Inc. ("Egg Merger Sub") and Egg
Parent Inc. ("Egg Parent"), affiliates of Staples, to acquire all
outstanding shares of Essendant common stock 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.
The tender offer expired at 6:00
p.m., New York City time,
on January 30, 2019. As of the
expiration of the tender offer, 25,794,684 shares of Essendant
common stock were validly tendered and not properly withdrawn
pursuant to the tender offer (excluding 901,097 shares tendered
pursuant to guaranteed delivery procedures but not yet delivered).
The shares tendered in the tender offer 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
79.7% of the outstanding shares of Essendant common stock.
Each of the conditions of the tender offer has been satisfied
(or validly waived) and Egg Merger Sub has accepted for payment,
and will promptly pay for, all shares validly tendered and not
properly withdrawn pursuant to the tender offer in accordance with
the terms of the tender offer.
As a result of its acceptance of the shares tendered in the
tender offer, Egg Merger Sub has acquired a sufficient number of
shares of Essendant common stock to close the merger of Egg Merger
Sub with and into Essendant without the affirmative vote of
Essendant's stockholders pursuant to Section 251(h) of the DGCL.
The merger is expected to be completed today. Each share of
Essendant common stock that is outstanding immediately prior to the
completion of the merger (other than (i) shares owned, directly or
indirectly, by Egg Parent, Essendant (including shares held as
treasury stock) or Egg Merger Sub, (ii) shares subject to
Essendant's equity compensation awards and (iii) shares owned by
Essendant's stockholders who have perfected their statutory rights
of appraisal pursuant to Section 262 of the DGCL) will be converted
automatically into the right to receive an amount in cash equal to
the same $12.80 purchase price per
share, net to the seller in cash, without interest, subject to any
deduction or withholding of taxes required by applicable law, that
was offered in the tender offer. Upon completion of the merger,
Essendant will become a wholly owned subsidiary of Egg Parent and
Essendant common stock will cease trading on Nasdaq.
About Essendant
Essendant 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 operates primarily in North America. More information about Staples
is available at https://www.staples.com/.
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; 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; 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.
