Cautionary Statement
This press 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 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. 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 Essendants and GPCs 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. Essendants proxy statement/prospectus has been declared effective by the SEC, and Essendant may file other documents regarding the proposed
transaction with the SEC. INVESTORS AND SECURITY
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