DEERFIELD, Ill., May 17, 2018 /PRNewswire/ -- Essendant Inc.
(Nasdaq: ESND) today announced that its Board of Directors has
adopted a stockholder rights plan (the "Rights Plan").
The Rights Plan does not prevent any action the Board determines
to be in the best interest of the Company and its stockholders and
is structured such that it will not be triggered by the definitive
merger agreement to combine the Company and the S.P. Richards
business of Genuine Parts Company, announced on April 12, 2018.
Essendant's Chairman of the Board, Charles Crovitz, stated: "The Board believes
that given current circumstances, it is in the best interests of
stockholders that no one person or group acquire undue influence or
control through purchases of Essendant stock."
Pursuant to the Rights Plan, one preferred stock purchase right
will be distributed as a dividend on each share of the Company's
common stock held of record as of the close of business on
May 27, 2018.
Each right initially will entitle stockholders to buy a unit
representing one one-thousandth of a share of a new series of
preferred stock of the Company for $33. The rights generally will be exercisable
only if a person or group acquires beneficial ownership (including
through derivatives) of 10% or more (or 15% or more for a person or
group reporting beneficial ownership on Schedule 13G) of the
Company's common stock or commences a tender or exchange offer upon
consummation of which such person or group would beneficially own
10% or more of the Company's common stock. If a person or group
acquires beneficial ownership of 10% or more (or 15% or more for a
person or group reporting beneficial ownership on Schedule 13G) of
the Company's common stock, each right (other than rights held by
the acquiror) will, unless the rights are redeemed by the Company,
become exercisable upon payment of the exercise price of
$33 for common stock of the Company
having a market value of twice the exercise price of the right.
The rights may be redeemed by the Company for $0.001 per right at any time until the tenth
business day following the first public announcement of the
acquisition of beneficial ownership of 10% (or 15% for a person or
group reporting beneficial ownership on Schedule 13G) of the
Company's common stock.
The Rights Plan exempts any person or group owning 10% or more
(or 15% or more for a person or group reporting beneficial
ownership on Schedule 13G) of the Company's common stock as of the
time of the first public announcement of the Rights Plan, but such
person or group may not become the beneficial owner of any
additional shares of common stock without triggering the Rights
Plan.
The Rights Plan will expire on May 17,
2019.
Details about the plan will be contained in a current report on
Form 8-K to be filed by the Company with the U.S. Securities and
Exchange Commission.
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. 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 reports on Forms 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
In connection with the proposed transaction with GPC, Essendant
will file with the SEC a registration statement on Form S-4
containing a proxy statement/prospectus of Essendant, and Rhino
SpinCo, Inc., a wholly-owned subsidiary of GPC created for the
proposed transaction ("SpinCo"), 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 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.
Participants in the Solicitation
Essendant, GPC 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 with GPC. Information about Essendant's
directors and executive officers is available in Essendant's proxy
statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on April 13, 2018.
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 with GPC.
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 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.
For Further Information
Contact:
investorrelations@essendant.com
(847) 627-2900
View original content with
multimedia:http://www.prnewswire.com/news-releases/essendant-adopts-stockholder-rights-plan-300650537.html
SOURCE Essendant Inc.