Staples and Office Depot to Sell Commercial Contracts and Assets to Essendant
February 16 2016 - 4:20PM
Business Wire
- Essendant to acquire more than $550
million of office products revenue and related assets
- More than 25 percent of the revenue
to come from Fortune 100 companies and approximately half the
revenue from Fortune 500 companies
- Deal further strengthens Essendant
as national office supplies competitor
- $22.5 million purchase contingent on
successful closing of Staples/Office Depot merger
Staples and Office Depot today announced an agreement to sell
more than $550 million in large corporate contract business and
related assets to Essendant. Essendant will pay Staples
approximately $22.5 million. More than 25 percent of the revenue
acquired by Essendant will be from Fortune 100 companies and
approximately half of the revenue will come from Fortune 500
companies.
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View the full release here:
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The transaction is subject to the successful completion of the
proposed merger of Staples and Office Depot, as well as other
customary closing conditions.
The commercial business and assets being divested relate
primarily to accounts held by Staples and Office Depot acting as
wholesalers to minority and woman-owned office supply resellers.
The acquisition of this business and related assets will
significantly increase Essendant’s presence with large corporate
customers, improve Essendant’s capabilities, and further enable
independent dealers in combination with Essendant to more
effectively compete for national account business.
“We’re pleased to reach this agreement with Essendant as we
continue to work to complete the acquisition of Office Depot,” said
Ron Sargent, Chairman and Chief Executive Officer, Staples. “Our
agreement with Essendant strengthens a national competitor, further
enables independent office products dealers, and helps minority and
woman-owned businesses compete for national commercial
customers.”
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed merger, Staples has filed with
the SEC a registration statement on Form S-4 that includes a proxy
statement of Office Depot that also constitutes a prospectus of
Staples. Staples filed the final proxy statement/prospectus with
the SEC on May 18, 2015. The registration statement was declared
effective by the SEC on May 15, 2015. Office Depot mailed the
definitive proxy statement/prospectus to stockholders of Office
Depot on or about May 19, 2015, and the stockholders approved the
transaction on June 19, 2015. The registration statement and the
proxy statement/prospectus contain important information about
Staples, Office Depot, the transaction and related matters.
Investors and security holders are urged to read the registration
statement and the proxy statement/prospectus (including all
amendments and supplements thereto) carefully.
Investors and security holders may obtain free copies of the
registration statement and the proxy statement/prospectus and other
documents filed with the SEC by Staples and Office Depot through
the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free
copies of the registration statement and the definitive proxy
statement/prospectus from Staples by contacting Staples’ Investor
Relations Department at 800-468-7751 or from Office Depot by
contacting Office Depot’s Investor Relations Department at
561-438-7878.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction
between Staples and Office Depot, the expected timetable for
satisfying conditions to the merger, including receiving regulatory
approvals, and completing the transaction, future financial and
operating results, benefits and synergies of the transaction,
future opportunities for the combined company and any other
statements about Staples or Office Depot managements’ future
expectations, beliefs, goals, plans or prospects constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing
“believes,” “anticipates,” “plans,” “expects,” “may,” “will,”
“would,” “intends,” “estimates” and similar expressions) should
also be considered to be forward looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the
transaction; the risk that regulatory approvals required for the
merger are not obtained or are obtained after delays or subject to
conditions that are not anticipated; the risk that the financing
required to fund the transaction is not obtained; the risk that the
other conditions to the closing of the merger are not satisfied;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the merger; uncertainties as to the timing of the
merger; competitive responses to the proposed merger; response by
activist shareholders to the merger; uncertainty of the expected
financial performance of the combined company following completion
of the proposed transaction; the ability to successfully integrate
Staples’ and Office Depot’s operations and employees; the ability
to realize anticipated synergies and cost savings; unexpected
costs, charges or expenses resulting from the merger; litigation
relating to the merger; the outcome of pending or potential
litigation or governmental investigations; the inability to retain
key personnel; any changes in general economic and/or industry
specific conditions; and the other factors described in Staples’
Annual Report on Form 10-K for the year ended January 31, 2015 and
Office Depot’s Annual Report on Form 10-K for the year ended
December 27, 2014 and their most recent Quarterly Reports on Form
10-Q each filed with the SEC. Staples and Office Depot disclaim any
intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this
document.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160216006714/en/
Media:StaplesKirk Saville, 508-253-8530orOffice
Depot:Karen Denning, 630-438-7445orInvestors:StaplesChris
Powers, 508-253-4632orOffice DepotRich Leland, 561-438-3796
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