Filed by Essendant Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-6(b)
under the Securities Exchange Act of 1934
Filer: Essendant Inc.
Subject
Company: Essendant Inc.
SEC File No.:
333-225511
August 7, 2018
Dear Associates,
On July 26, we reported our second quarter 2018 earnings results, and I am proud of the solid momentum we have been able to create. Our results show that
our strategic drivers are working thanks to your hard work and dedication, we are positioning ourselves for even better results in this challenging environment. While there is more work to do, we all have a lot to be proud of as we work to
deliver great products and service to our customers and value to our shareholders.
Our proposed combination with S.P. Richards will further accelerate
Essendants progress on our strategic initiatives. As we continue to advance through the transaction approval process, I want to provide an update on the progress we have made so far and also provide an update on the unsolicited proposal from
Staples.
Today we finalized our Form
S-4
with the Securities and Exchange Commission. We are now moving forward
with notifying shareholders of the special meeting on October 5, 2018 to vote to approve issuing the stock needed for the merger with S.P. Richards. The Form
S-4
provides information and background to
shareholders on a range of topics before they vote. At the same time, we are working with the Federal Trade Commission (FTC) to comply with their information request regarding the merger with S.P. Richards, and we continue to plan for the
transaction to close by the end of the year.
Some of you may have seen an article in todays OPI that stated the shareholder vote to approve the
S.P. Richards merger cannot take place until FTC antitrust approval has been obtained. I want to clarify this is not correct; we expect the vote will occur before the FTC completes its review.
As most of you are aware, Staples has made an unsolicited offer to acquire Essendant, which was reiterated in a letter issued in a public filing by Staples
last week. Our Board has a fiduciary duty to our shareholders to evaluate proposals like the one we received from Staples, and on August 3 we entered into a confidentiality agreement with Staples which enables us to begin discussions. However,
its important to note that the S.P. Richards merger agreement remains in effect, and the Board has not changed its recommendation that Essendants shareholders vote in favor of that transaction.
I know you are keenly interested in the announced transaction with S.P. Richards and the proposal from Staples. We will continue to update you on developments
as appropriate, but disclosure rules and other circumstances may affect the timing of our updates. What is most important is that we all stay focused throughout this process and continue to build on the great momentum we have created this year by
providing excellent service to our customers and suppliers and executing on our strategic drivers.
Sincerely,
Ric Phillips
Essendant CEO
***
ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000