DEERFIELD, Ill., Aug. 13, 2018 /PRNewswire/ -- Essendant,
Inc. (NASDAQ: ESND) today issued the following comment in response
to Staples Inc.'s ("Staples") letter to the company and subsequent
Form 13D/A filed publicly with the Securities and Exchange
Commission ("SEC") on August 13,
2018.
Essendant's second quarter performance demonstrates that the
company's actions to evolve its business and support customers in
the face of a rapidly changing landscape are producing results. The
Essendant Board and management team are confident that bringing
together the complementary strengths of Essendant and S.P. Richards
will accelerate those efforts by creating a combined company with
greater scale, expanded service capabilities and an enhanced
ability to help customers compete while delivering compelling value
to stockholders. The combined Essendant and S.P. Richards will be a
fundamentally stronger company with increased free cash flow,
higher margins and a stronger balance sheet as well as the
opportunity to benefit from the ability to unlock more than
$75 million in annual run-rate cost
synergies through sourcing, supply chain and selling, general and
administrative efficiencies and over $100
million in working capital improvements.
Essendant has commenced mailing of its definitive proxy
materials to all stockholders of record as of the close of business
on August 8, 2018. The company
has scheduled the special stockholder meeting on October 5, 2018 to approve the issuance of
Essendant shares for the S.P. Richards transaction and is working
toward obtaining the necessary regulatory approvals. The
company expects the transaction to close before the end of
2018.
Following receipt of Staples' non-binding, unsolicited proposal
to acquire Essendant for $11.50 per
share or more in cash on April 29,
2018, Essendant provided a confidentiality agreement to
Staples on May 17, 2018 to enable
discussions between the parties. Staples executed the
confidentiality agreement on August 3,
2018, but, to date, has not presented Essendant's Board with
a proposal the Board can act upon.
The merger agreement with Genuine Parts Company regarding the
S.P. Richards transaction remains in effect, and the Essendant
Board of Directors has not changed its recommendation that
Essendant's stockholders vote in favor of that transaction.
* * *
Cautionary Statement
This news 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, 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 litigation related to the transaction with GPC; the
possibility that costs or difficulties related to the integration
of Essendant and GPC's SP 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 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. It is not possible to anticipate or
foresee all risks and uncertainties, and investors should not
consider any list of risks and uncertainties to be exhaustive or
complete. 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
statements and reports on Forms S-4, 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
The proposed transaction involving Essendant and GPC is being
submitted to the stockholders of Essendant for their consideration.
In connection with the proposed transaction, Essendant filed with
the SEC a registration statement on Form S-4 (File No. 333-225511)
containing a proxy statement/prospectus of Essendant, and Rhino
SpinCo, Inc., a wholly-owned subsidiary of GPC created for the
proposed transaction ("SpinCo"), filed with the SEC a registration
statement on Form 10. Essendant's proxy statement/prospectus has
been declared effective by the SEC and is being mailed to Essendant
stockholders, and Essendant may file other documents regarding the
proposed transaction with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may 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.
No Offer or Solicitation
This news 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 Inc. 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
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SOURCE Essendant Inc.