Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 12 2018 - 5:01PM
Edgar (US Regulatory)
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 FAQ was distributed by Genuine Parts Company to certain of its employees:
|
GPC Employee FAQ
|
|
|
·
|
Genuine
Parts Company announced a definitive agreement under which the S.P. Richards business
will be spun off into a standalone company and then merged with Essendant.
|
|
·
|
Once
the transaction has been completed, Genuine Parts Company shareholders will continue
to own their existing shares in Genuine Parts Company and will also own approximately
51% of the new, combined company. Essendant shareholders will own approximately 49% of
the new, combined company.
|
|
·
|
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.
|
|
·
|
Essendant
is a leading national distributor of business products headquartered in Deerfield, IL.
|
|
·
|
Essendant
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.
|
|
·
|
Essendant
shares our passion for serving customers and has a long history of delivering business
products to growing businesses, a record we look forward to continuing together as an
even stronger combined organization.
|
|
3.
|
When
will the transaction be completed?
|
|
·
|
We
expect this transaction to close before the end of 2018, subject to customary closing
conditions and regulatory approvals.
|
|
·
|
Until
then, S.P. Richards will remain a part of Genuine Parts Company and S.P. Richards and
Essendant will continue to operate independently.
|
|
·
|
In
short, it is business as usual for all of us and it is important that you remain focused
on your day-to-day responsibilities and delivering reliable service to our customers.
|
|
4.
|
What
is required in order to close the transaction?
|
|
·
|
The
transaction is structured in a form called a Reverse Morris Trust, under which Genuine
Parts Company will go through a process to separate the S.P. Richards business prior
to combining it with Essendant.
|
|
·
|
As
part of this process, we will need to obtain certain regulatory approvals and the approval
of Essendant shareholders. This transaction does not require the approval of Genuine
Parts Company’s shareholders.
|
|
5.
|
What
happens to the shares of Genuine Parts Company stock that I own?
|
|
·
|
Employees
who own Genuine Parts Company shares when the transaction closes will continue to own
those Genuine Parts Company shares. The shares you currently have invested in Genuine
Parts Company stay the same.
|
|
·
|
Upon
completing the combination of S.P. Richards and Essendant, employees who own Genuine
Parts Company stock will receive shares in the new combined company. The amount of shares
will depend on the number of Genuine Parts Company shares an individual employee owns
at the time of the transaction closing.
|
|
·
|
Your
new shares will be automatically deposited into the accounts that currently hold your
Genuine Parts Company shares.
|
|
GPC Employee FAQ
|
|
|
·
|
Genuine
Parts Company remains committed to its dividend policy and the dividend on your Genuine
Parts Company shares will remain the same.
|
|
·
|
It
is still early in the process and the valuation of the combined business will be clearer
as we moved toward the close of the transaction. That said, we are confident that this
transaction will provide shareholders significant value through both the future upside
of the new company as well as Genuine Parts Company’s focus on its core businesses.
|
|
6.
|
Explain
the one-time dividend paid to Genuine Parts Company. Does that mean I get a dividend
if I have Genuine Parts Company shares?
|
|
·
|
The
dividend paid to Genuine Parts Company represents a portion of the total value to be
paid for S.P. Richards.
|
|
·
|
Genuine
Parts Company shareholders are not getting paid the dividend directly.
|
|
·
|
Genuine
Parts Company’s Board and management will evaluate the use of the dividend based
our disciplined capital allocation strategy, which is focused on our dividend, reinvestment
in our businesses, share repurchase and strategic acquisitions. These are ongoing priorities
for our cash and are intended to drive enhanced value for our shareholders.
|
|
7.
|
What
will happen to the S.P. Richards name? What about S.P. Richards’ brands?
|
|
·
|
The
new company will be called Essendant.
|
|
·
|
Both
businesses enjoy solid branded and private-label products businesses with strong brand
equity among our respective customer bases. We expect the combined company to continue
leveraging these strengths across a broad set of categories.
|
|
·
|
In
the coming weeks, S.P. Richards and Essendant will form an integration planning team
consisting of leaders from both organizations to determine how best to bring our two
businesses together. Decisions regarding our go-forward branding strategy, including
our private-label products businesses, will be determined and shared as we move through
the process.
|
|
8.
|
What
should I say if asked about this transaction?
|
|
·
|
As
is common with announcements like these, today’s news may lead to increased interest
in our company, and it is important that we speak with one voice. Please refer any external
or media inquiries to Sid Jones, SVP of Investor Relations, at 678-934-5628 or Sid_jones@genpt.com.
|
|
GPC Employee FAQ
|
|
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.
|
GPC Employee FAQ
|
|
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.
Genuine Parts (NYSE:GPC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Genuine Parts (NYSE:GPC)
Historical Stock Chart
From Apr 2023 to Apr 2024