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
Date: September 10, 2018
ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A SUPERIOR PROPOSAL TO S.P. RICHARDS
TRANSACTION
DEERFIELD, Ill., September 10, 2018 Essendant, Inc. (NASDAQ: ESND) today announced that its Board of Directors, after
consultation with Essendants legal and financial advisors, has determined that the proposal from Staples, Inc. (Staples) to acquire all of the outstanding shares of Essendant common stock for $12.80 per share in cash (the
Staples proposal) constitutes a Superior Proposal as defined in Essendants previously announced merger agreement with Genuine Parts Company (NYSE: GPC) (GPC). Staples previously submitted an unsolicited
offer on April 17, 2018, which it reaffirmed on September 4, 2018, to acquire all of the outstanding shares of Essendant common stock for $11.50 per share in cash. As part of its current proposal, Staples delivered to Essendant a merger
agreement signed by Staples.
As previously announced, Essendant and GPC entered into a definitive merger agreement on April 12, 2018, in which
Essendant agreed to combine with GPCs S.P. Richards business (the S.P. Richards merger agreement).
Essendant is delivering notice to
GPC of the Boards determination that the Staples proposal constitutes a Superior Proposal and intends to terminate the S.P. Richards merger to enter into the merger agreement with Staples. Under the terms of the S.P. Richards merger agreement,
such notice commences a three business day period, during which the Essendant Board may not change its recommendation that shareholders vote in favor of the S.P. Richards transaction nor terminate the S.P. Richards merger agreement. During this
period, GPC has the right to propose amendments to the terms of the S.P. Richards merger agreement.
There can be no assurance that the Staples proposal
will result in the consummation of a transaction. Further, there can be no assurance that GPC will propose any adjustments to the S.P. Richards merger agreement. At this time, Essendant remains subject to the S.P. Richards merger agreement and the
Essendant Board has not changed its recommendation with respect to the S.P. Richards transaction, nor has it made any recommendation with respect to the Staples proposal.
Citigroup Global Markets Inc. is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Essendant.
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