Filed by Genuine Parts Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Filer: Genuine Parts Company
Subject Company: Genuine Parts Company
SEC File No.: 001-05690
Date: April 12, 2018
The following letter was distributed by Genuine
Parts Company to suppliers of the S.P. Richards business:
April 12, 2018
Dear Valued S.P. Richards Supplier:
We are pleased to share some exciting news with you regarding
the next chapter in our business’ history. Today, we announced a definitive agreement to combine the S.P. Richards business
with Essendant, a leading distributor of business products. Together, S.P. Richards and Essendant will form a stronger, more competitive
company with greater scale and service capabilities and an enhanced ability to support our customers and strengthen the independent
dealer channel. The press release we issued
can be found on our website at
http://genuineparts.investorroom.com/
.
As you may know, Essendant is headquartered in Deerfield, Illinois
and provides its customers with access to 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. Like S.P.
Richards, Essendant serves a diverse group of customers, including independent resellers, national resellers and e-commerce businesses,
all of which will greatly benefit from our enhanced capabilities and resources as a combined company.
We have tremendous respect for Essendant and believe the combination
with S.P. Richards’ strong, diversified business and talented team will bring together two highly complementary cultures
with a shared focus on serving customers. The significant expected benefits for customers include:
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Greater resources to support and partner with the independent
dealer channel and resellers in other sales channels, and invest to drive enhanced value for customers, consumers and shareholders;
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Optimized product assortment of branded and private-label
products across a broad set of categories;
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Enhanced capability to develop and offer innovative solutions
to our customers, including value-added marketing and analytics to drive demand; and
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Consolidated distribution network with greater efficiencies
throughout the entire supply chain.
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Importantly, as a result of this combination, we expect our suppliers
to benefit from working with a stronger and more efficient partner that is better positioned to strengthen customer relationships
and drive demand.
The combined company, which will be called Essendant, will be
led by a proven team that reflects the management strengths and capabilities of both businesses. Upon close of the transaction,
Ric Phillips and Janet Zelenka of Essendant will respectively serve as Chief Executive Officer and Chief Financial Officer of the
combined company, and Rick Toppin, S.P. Richards’ current Chief Executive Officer, will serve as Chief Operating Officer.
The new company will maintain headquarters in Atlanta and Deerfield.
While we are excited about the opportunities this transaction
creates, this announcement is just the first step. We expect the transaction to close before the end of 2018, subject to customary
closing conditions and regulatory approvals. Until then, S.P. Richards remains a Genuine Parts Company business and will continue
to operate independently from Essendant.
Rest assured, there are no changes to your agreement, and your
usual contacts at S.P. Richards remain the same. We’ve attached an FAQ, which should help answer any immediate questions
you may have, but please don’t hesitate to reach out to your normal S.P. Richards contact with any additional questions.
We value our relationship with your organization and look forward
to continuing to partner with you as an even stronger, more competitive company.
Sincerely,
Rick Toppin
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Jack Reagan
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President and CEO
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Senior Vice President of Merchandising
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Cautionary Statement
This document contains forward-looking statements, including
statements regarding the proposed business combination transaction between Genuine Parts Company (“GPC”) and Essendant,
Inc. (“Essendant”) in which GPC will separate its Business Products Group and combine this business with Essendant.
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 “expects,” “anticipates,” “estimates,” “intends,” “plans,”
“believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned
to,” “continue,” “forecast,” “predicting,” “projection,” “potential”
or similar expressions. 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 the combined company following the
proposed transaction, the anticipated benefits of the proposed transaction, including estimated synergies, the expected timing
of completion of the transaction and other statements that are not strictly historical in nature. These forward-looking statements
are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and
uncertainties that could cause actual results to differ materially from those expressed or implied here, including but not limited
to: the ability of GPC and Essendant to receive the required regulatory approvals for the proposed transaction and approval of
Essendant’s stockholders and to satisfy the other conditions to the closing of the transaction on a timely basis or at all;
the occurrence of events that may give rise to a right of one or both of GPC and Essendant to terminate the Merger Agreement; negative
effects of the announcement or the consummation of the transaction on the market price of GPC’s or Essendant’s common
stock and/or on its business, financial condition, results of operations and financial performance; risks relating to the value
of the Essendant shares to be issued in the transaction, significant transaction costs and/or unknown liabilities; the possibility
that the anticipated benefits from the proposed transaction cannot be realized in full or at all or may take longer to realize
than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the proposed
transaction; risks associated with transaction related litigation; the possibility that costs or difficulties related to the integration
of the businesses will be greater than expected; and the ability of the combined company to retain and hire key personnel. There
can be no assurance that the proposed transaction 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. For additional
information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements,
please see GPC’s and Essendant’s reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC and other written
statements made by GPC and/or Essendant from time to time. The forward-looking information herein is given as of this date only,
and neither GPC nor Essendant undertakes any obligation to revise or update it.
Additional Information
In connection with the proposed transaction, Essendant will file
with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus of Essendant, and Rhino SpinCo, Inc.
(“SpinCo”) a wholly owned subsidiary of GPC created for the proposed transaction, will file with the SEC a registration
statement on Form 10.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain the registration statements and the proxy statement/prospectus free of charge
from the SEC’s website or from GPC or Essendant. The documents filed by SpinCo with the SEC may be obtained free of charge
at GPC’s website at www.genpt.com, at the SEC’s website at www.sec.gov or by contacting GPC’s Investor Relations
Department at (678) 934-5000. The documents filed by Essendant with the SEC may be obtained free of charge at Essendant’s
website at www.essendant.com, at the SEC’s website at www.sec.gov or by contacting Essendant’s Investor Relations Department
at (847) 627-2900.
Participants in the Solicitation
GPC, Essendant and their respective directors and executive officers
and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about GPC’s directors and executive officers is available in GPC’s proxy statement
for its 2018 annual meeting of shareholders, which was filed with the SEC on February 27, 2018. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the registration statements, the proxy statement/prospectus and other relevant documents to be filed with
the SEC regarding the proposed transaction. Information about Essendant’s directors and executive officers is available in
Essendant’s proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April 12, 2017,
its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 21, 2018, and its
Current Reports on Form 8-K, which were filed with the SEC on May 2, 2017, June 13, 2017, July 17, 2017, October 25, 2017, December
28, 2017 and March 8, 2018.
No Offer or Solicitation
This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
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