Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 17 2018 - 6:33AM
Edgar (US Regulatory)
Filed by Essendant Inc.
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: Essendant Inc.
Subject
Company: Essendant Inc.
SEC File No.:
000-10653
Date: May 16, 2018
Dear Valued Partner,
I want to update you on a recent development. As you may have seen, today we announced that we received an unsolicited proposal from Staples, Inc. to acquire
Essendant.
As a public company, Essendants Board has a fiduciary duty to our shareholders to review these types of proposals. As the Board and its
outside advisors evaluate the Staples proposal, it is important to note that the proposal may not result in a transaction with Staples.
The merger
agreement to combine Essendant with S.P. Richards remains in place, and the Board has not changed its recommendation that Essendants stockholders vote in favor of that transaction.
There will be no changes to Essendants operations, the way we serve customers or our relationships with partners as a result of this announcement. Our
commitment to you remains unchanged, and we remain focused on continuing to evolve our business in the face of the rapidly changing industry to better support our partners and help ensure the long-term strength of the channels we serve.
Thank you for your continued partnership.
|
Sincerely,
|
|
Ric Phillips
|
Essendant CEO
|
***
Cautionary Statements
This letter 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
managements 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 managements 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 Essendants 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 Essendants 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 GPCs 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
Essendants and GPCs 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 SECs website or from Essendant or GPC. The documents filed by Essendant with the SEC may be obtained free of charge at Essendants website at www.essendant.com, at the SECs website at www.sec.gov or by
contacting Essendants Investor Relations Department at (847)
627-2900.
The documents filed by SpinCo with the SEC may be obtained free of charge at GPCs website at www.genpt.com, at the SECs
website at www.sec.gov or by contacting GPCs Investor Relations Department at (678)
934-5000.
2
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 Essendants directors and executive officers is available in Essendants proxy statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on April 13, 2018. Information about GPCs directors and executive officers is available in GPCs 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 letter 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.
3
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