This Amendment No. 3 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the Schedule
14D-9)
filed by Essendant Inc., a
Delaware corporation (Essendant), with the Securities and Exchange Commission on September 24, 2018, relating to the offer by Egg Merger Sub Inc. (a Delaware corporation and a direct wholly owned subsidiary of Egg Parent Inc., a
Delaware corporation, and an affiliate of Staples, Inc., a Delaware corporation) to purchase all of the outstanding shares of Essendants common stock, par value $0.10 per share, at a purchase price of $12.80 per share, net to the seller in
cash, without interest, subject to any deduction or withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 24, 2018 (incorporated by reference in the
Schedule
14D-9
as Exhibit (a)(1)(A)), as amended or supplemented from time to time, and in the related Letter of Transmittal (incorporated by reference in the Schedule
14D-9
as Exhibit (a)(1)(B)), as amended or supplemented from time to time.
Except to the extent amended and
supplemented by this Amendment, the information in the Schedule
14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Schedule
14D-9.
Item 8.
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Additional Information.
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Item 8 of the Schedule
14D-9
is hereby amended and supplemented by inserting after the subsection titled Annual
and Quarterly Reports a new subsection titled Certain Litigation and the disclosure set forth below:
On
September 27, 2018, a purported stockholder filed a putative class action lawsuit in the United States District Court for the District of Delaware, captioned
Joseph Pietras v. Essendant Inc., et al.
, Case No.
1:18-cv-01506-UNA
(D. Del.) (the
Pietras
Complaint
). The
Pietras
Complaint names the Company
and the Company Board as defendants. The
Pietras
Complaint alleges that the defendants violated federal securities laws by filing, or causing the Company to file, a Schedule
14D-9
Solicitation/Recommendation Statement in connection with the Contemplated Transactions that omits purportedly material information. The
Pietras
Complaint seeks to enjoin the closing of the Offer unless and until the requested information is
disclosed or, alternatively, to recover damages if the Offer closes without the disclosure of such information. The Company believes that the action is without merit. The full complaint is attached hereto as Exhibit (a)(5)(J).
Item 9 of the Schedule
14D-9
is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(5)(J)
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Class Action Complaint filed on September 27, 2018 (
Joseph Pietras v. Essendant Inc., et al.
, Case No.
1:18-cv-01506-UNA).
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(a)(5)(K)
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Form of Letter sent to Essendant Inc. Customers, dated September 28, 2018.
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