This Amendment No. 7 (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 Essendant’s 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.
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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 at the end of the subsection titled
“Certain Litigation” the disclosure set forth below:
“On October 10, 2018, GPC filed a lawsuit in the Court of
Chancery of the State of Delaware, captioned
Genuine Parts Company v. Essendant Inc.
, Case No. 2018-0730-JRS (Del. Ch.) (the “
GPC
Complaint
”). The
GPC
Complaint alleges that the Company breached the
GPC Merger Agreement by, among other things, purportedly (i) encouraging and engaging in ongoing negotiations with Sycamore Partners and terminating the GPC Merger Agreement on the basis of an allegedly inferior proposal by Sycamore Partners;
(ii) entering into a confidentiality agreement with Staples that, in GPC’s view, does not contain terms at least as restrictive as those contained in the confidentiality agreement between the Company and GPC; and (iii) failing to
exercise its reasonable best efforts to close the merger contemplated by the GPC Merger Agreement. The
GPC
Complaint seeks an award of compensatory damages,
pre-judgment
and post-judgment interest, and
reimbursement of costs and expenses incurred by GPC, including reasonable attorneys’ fees. The Company believes that the action is without merit. The full complaint (excluding the exhibit attached thereto) is attached hereto as Exhibit
(a)(5)(O).”
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)(O)
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Complaint filed on October 10, 2018 (
Genuine Parts Company v. Essendant Inc.
, Case No. 2018-0730-JRS).
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