This Amendment No. 4 (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 4.
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The Solicitation or Recommendation.
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Item 4 of the Schedule
14D-9
is hereby amended and supplemented by inserting at the end of the subsection titled
Background and Reasons for the Company Boards RecommendationBackground of the Offer the disclosure set forth below:
On October 1, 2018, the Company received a letter and draft complaint from legal counsel on behalf of GPC. The draft complaint,
which is captioned for filing in the Court of Chancery of the State of Delaware, alleges that the Company breached the GPC Merger Agreement by, among other things, purportedly (i) soliciting and facilitating the Staples proposal;
(ii) misrepresenting the Companys interest in alternative merger partners; and (iii) entering into a confidentiality agreement with Staples that, in GPCs view, is materially more permissive than the confidentiality agreement
between the Company and GPC. The draft complaint seeks specific performance of the GPC Merger Agreement, an order preliminarily and permanently enjoining the Contemplated Transactions, compensatory and punitive damages,
pre-judgment
and post-judgment interest, and reimbursement of costs and expenses incurred by GPC, including reasonable attorneys fees. In the letter, legal counsel, on behalf of GPC, has threatened to file the
draft complaint if the Company does not fully compensate GPC for its alleged losses. The Company believes that the allegations in the draft complaint are without merit.
Item 9 of the Schedule
14D-9
is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(L)
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Form of Letter sent to Essendant Inc. Customers, dated October 2, 2018.
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