DEERFIELD, Ill., Sept. 10, 2018 /PRNewswire/ -- Essendant, Inc.
(NASDAQ: ESND) today announced that its Board of Directors, after
consultation with Essendant's legal and financial advisors, has
determined that the proposal from Staples, Inc. ("Staples") to
acquire all of the outstanding shares of Essendant common stock for
$12.80 per share in cash (the
"Staples proposal") constitutes a "Superior Proposal" as defined in
Essendant's previously announced merger agreement with Genuine
Parts Company (NYSE: GPC) ("GPC"). Staples previously submitted an
unsolicited offer on April 17, 2018,
which it reaffirmed on September 4,
2018, to acquire all of the outstanding shares of Essendant
common stock for $11.50 per share in
cash. As part of its current proposal, Staples delivered to
Essendant a merger agreement signed by Staples.
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As previously announced, Essendant and GPC entered into a
definitive merger agreement on April 12,
2018, in which Essendant agreed to combine with GPC's S.P.
Richards business (the "S.P. Richards merger agreement").
Essendant is delivering notice to GPC of the Board's
determination that the Staples proposal constitutes a Superior
Proposal and intends to terminate the S.P. Richards merger to enter
into the merger agreement with Staples. Under the terms of the S.P.
Richards merger agreement, such notice commences a three business
day period, during which the Essendant Board may not change its
recommendation that shareholders vote in favor of the S.P. Richards
transaction nor terminate the S.P. Richards merger agreement.
During this period, GPC has the right to propose amendments to the
terms of the S.P. Richards merger agreement.
There can be no assurance that the Staples proposal will result
in the consummation of a transaction. Further, there can be no
assurance that GPC will propose any adjustments to the S.P.
Richards merger agreement. At this time, Essendant remains subject
to the S.P. Richards merger agreement and the Essendant Board has
not changed its recommendation with respect to the S.P. Richards
transaction, nor has it made any recommendation with respect to the
Staples proposal.
Citigroup Global Markets Inc. is acting as financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to Essendant.
Cautionary Statement
This press release contains forward-looking statements,
including statements regarding the proposed business combination
transaction between Essendant Inc. ("Essendant") and Genuine Parts
Company ("GPC") 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 with GPC, the anticipated benefits of the
proposed transaction with GPC, 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 Essendant and GPC 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 with GPC on
a timely basis or at all; the occurrence of events that may give
rise to a right of one or both of Essendant and GPC to terminate
the merger agreement; negative effects of the announcement or the
consummation of the transaction with GPC on the market price of
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 with GPC, significant transaction costs and/or unknown
liabilities; the possibility that the anticipated benefits from the
proposed transaction with GPC 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 with GPC; risks associated
with transaction-related litigation; the possibility that costs or
difficulties related to the integration of Essendant and GPC's S.P.
Richards business 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 with GPC 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 Essendant's and GPC's statements and reports on Forms S-4,
10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities
and Exchange Commission (the "SEC") and other written statements
made by Essendant and/or GPC from time to time. The forward-looking
information herein is given as of this date only, and neither
Essendant nor GPC undertakes any obligation to revise or update
it.
Additional Information
The proposed transaction involving Essendant and GPC is being
submitted to the stockholders of Essendant for their consideration.
In connection with the proposed transaction, Essendant filed with
the SEC a registration statement on Form S-4 (File No. 333-225511)
containing a proxy statement/prospectus of Essendant, and Rhino
SpinCo, Inc., a wholly-owned subsidiary of GPC created for the
proposed transaction ("SpinCo"), filed with the SEC a registration
statement on Form 10. Essendant's proxy statement/prospectus has
been declared effective by the SEC, and Essendant may file other
documents regarding the proposed transaction with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENTS, THE PROXY STATEMENT/PROSPECTUS (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may
obtain the registration statements and the proxy
statement/prospectus free of charge from the SEC's website or from
Essendant or GPC. 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. 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.
No Offer or Solicitation
This press release 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.
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. The Company's network of distribution centers enables
the Company to ship most products overnight to more than ninety
percent of the U.S.
Contacts
Janet Zelenka – Senior Vice
President and CFO – (847) 627-7000
Ryon Wharton – Vice President
Finance and Investor Relations – (847) 627-2900
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SOURCE Essendant Inc.