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 13, 2018
ESSENDANT
COMMENTS ON DISCLOSURE FROM STAPLES
DEERFIELD, Ill., August 13, 2018 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.
Essendants second quarter performance demonstrates that the companys 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 Essendants 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 Essendants stockholders vote in favor of that transaction.
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