FRAMINGHAM, Mass., Sept. 4, 2018 /PRNewswire/ -- Staples, Inc.
announced today that it has filed a preliminary proxy statement
with the Securities and Exchange Commission (SEC) to urge the
shareholders of Essendant (Nasdaq: ESND) to vote AGAINST the
proposed merger with S.P. Richards Co. (SPR), a subsidiary of
Genuine Parts Company, and has filed an Investor Presentation with
the SEC. Staples believes the SPR merger is inferior and presents
significant antitrust risks that could delay or prevent the
transaction from closing. In support of its campaign, Staples
has filed with the SEC an investor presentation in connection with
its opposition to the proposed SPR merger, outlining the risks to
Essendant shareholders.
Staples also has sent the following letter to Essendant:
"As conveyed to your legal counsel, we will be separately
sending to your legal counsel a merger agreement we are prepared to
execute. Consistent with our prior proposal, you will see that our
transaction would not be subject to a financing condition. In
addition, while we do not believe there would be any regulatory
impediments to promptly closing our transaction, we have included a
regulatory break-up fee of $20
million — that is at the higher end of precedents and shows
our confidence in obtaining regulatory clearance.
Your proposed merger with S.P. Richards has very significant
regulatory uncertainty and risk, given that it is a horizontal
merger to what would appear to be a monopoly. Moreover, there is no
apparent remedy that could be undertaken that would allow for the
transaction to close. Your agreement for the S.P. Richards merger
does not provide you with any protection if it is blocked, and your
own disclosures make it clear that you will not even know whether
you can obtain regulatory approval until the end of the year. We
believe that if your proposed transaction is blocked, Essendant's
stock could fall to below $5 a share
— we would then be in a position to acquire Essendant for well
below $11.50 a share.
Enclosed with this letter is an Investor Presentation that
we filed today, which includes pages previously provided to you
regarding our views concerning the value of your proposed merger
with S.P. Richards. The Investor Presentation demonstrates that the
market was right in valuing your proposed merger at below
$10 a share — and that was before
your more recent disclosures of the weakness in the operations and
outlook for both you and S.P. Richards' business.
We believe that our $11.50 offer
already is far superior to your highly uncertain proposed merger,
and would note that none of the information you have shared with us
has changed our view on value. Nevertheless, in order to come to a
negotiated transaction, we continue to be prepared to engage to see
if we can reach agreement through a potential increase in price.
However, in that context, it is important to recognize that the
current trading prices for your stock are based on takeover
speculation and unrealistic price expectations."
About Staples, Inc.
Staples brings technology and
people together in innovative ways to consistently deliver
products, services and expertise that elevate and delight
customers. Staples is in business with businesses and is passionate
about helping businesses work better. Headquartered outside of
Boston, Mass., Staples, Inc.
operates primarily in North
America. More information about Staples is available at
www.staples.com.
Contacts
Media Contacts:
Gladstone Place Partners
Michael Flaherty, 212-230-5930
STAPLES, INC. ("STAPLES") INTENDS TO FILE WITH THE SEC A
DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO
BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE UPCOMING SPECIAL
MEETING OF STOCKHOLDERS OF ESSENDANT INC. (THE "COMPANY"),
INCLUDING ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF OR ANY OTHER
MEETING THAT MAY BE CALLED IN LIEU THEREOF (THE "SPECIAL MEETING").
INFORMATION RELATING TO STAPLES AND THE OTHER PARTICIPANTS IN SUCH
PROXY SOLICITATION (COLLECTIVELY, THE "PARTICIPANTS") HAS BEEN
INCLUDED IN A PRELIMINARY PROXY STATEMENT FILED BY STAPLES WITH THE
SEC ON SEPTEMBER 4, 2018 AND IN ANY
AMENDMENTS TO THAT PRELIMINARY PROXY STATEMENT. STOCKHOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF STOCKHOLDERS OF THE
COMPANY IN CONNECTION WITH THE SPECIAL MEETING WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS.
THESE MATERIALS AND OTHER MATERIALS FILED BY THE PARTICIPANTS IN
CONNECTION WITH THE SOLICITATION OF PROXIES WILL BE AVAILABLE AT NO
CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY
STATEMENT (WHEN AVAILABLE) AND OTHER RELEVANT DOCUMENTS FILED BY
THE PARTICIPANTS WITH THE SEC WILL ALSO BE AVAILABLE, WITHOUT
CHARGE, ON REQUEST FROM STAPLES' PROXY SOLICITOR, D.F. KING & CO., INC., AT 800-870-0126 OR
VIA EMAIL AT STAPLES@DFKING.COM.
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SOURCE Staples, Inc.