This Schedule
14D-9
filing relates solely to preliminary
communications made before the commencement of a planned tender offer (the Offer) by Egg Parent Inc., a Delaware corporation (Parent), and Egg Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of
Parent (Merger Sub), for all of the outstanding shares of common stock, par value $0.10 per share, of Essendant Inc. (Essendant), to be commenced pursuant to the terms of an Agreement and Plan of Merger, dated as of
September 14, 2018, by and among Staples, Inc., a Delaware corporation (Staples), Parent, Merger Sub and Essendant (the Merger Agreement). Parent and Merger Sub are beneficially owned by affiliates of Staples.
The information set forth under Items 1.01, 1.02, 3.03, 8.01 and 9.01 of the Current Report on Form
8-K
filed by the
Company on September 17, 2018 (including all exhibits attached thereto) is incorporated herein by reference.
Cautionary Statement
This communication contains forward-looking statements, including statements regarding the proposed acquisition of Essendant by Staples. 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 may, can, could, would, should, expects,
anticipates, estimates, intends, plans, believes, seeks, will, is likely to, scheduled, positioned to, continue,
forecast, aim, goal, target, predicting, projection, potential or similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results, events or transactions of Essendant and the expected timing of the proposed transaction
with Staples and other statements that are not strictly historical in nature. These forward-looking statements are based on managements current expectations, forecasts and assumptions and could ultimately prove inaccurate. This means the
forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: uncertainties as to the
timing of the tender offer and the subsequent merger; uncertainties as to how many Essendant stockholders will tender their shares in the offer; the possibility that competing offers will be made; the ability to receive the required consents and
regulatory approvals for the proposed transaction and to satisfy the other conditions to the closing of the transaction with Staples on a timely basis or at all, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act); the
occurrence of events that may give rise to a right of one or both of Essendant and Staples to terminate the merger agreement; the risk that, prior to the completion of the transaction, Essendants business and its relationships with employees,
collaborators, vendors and other business partners could experience significant disruption due to transaction-related uncertainty; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs
of defense, indemnification and liability; negative effects of the announcement of the transaction with Staples on the market price of Essendants common stock and/or on its business, financial condition, results of operations and financial
performance; risks associated with transaction-related litigation; and the ability of Essendant to retain and hire key personnel; and the risks and uncertainties pertaining to Essendants business, including those detailed under Risk
Factors and elsewhere in Essendants public periodic filings with the U.S.