This Amendment No. 5 (this
Amendment
) amends and supplements the Tender Offer
Statement on Schedule TO (together with any amendments or supplements thereto, the
Schedule TO
) initially filed with the Securities and Exchange Commission on September 24, 2018 by (i) Egg Parent Inc., a Delaware
corporation (
Parent
), (ii) Egg Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (
Purchaser
), and (iii) Staples, Inc., a Delaware corporation and an affiliate of
Parent and Purchaser (
Staples
), relating to the tender offer for all of the outstanding shares of common stock, par value $0.10 per share (the
Shares
), of Essendant Inc., a Delaware corporation (the
Company
), at a 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 conditions set forth in the Offer to Purchase,
dated September 24, 2018 (together with any amendments or supplements thereto, the
Offer to Purchase
), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the
Letter of
Transmittal
and, together with the Offer to Purchase, the
Offer
), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated herein by reference in response to Items 1 through 9 and
Item 11 of the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to
such terms in the Offer to Purchase or in the Schedule TO.
This Amendment is being filed to amend and supplement Items 11 and 12 as reflected below.
Item 11.
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Additional Information.
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The disclosure set forth in the Offer to Purchase under Section 16 Certain Legal Matters; Regulatory Approvals is hereby amended and
supplemented by inserting the following paragraph after the third paragraph of the subsection titled Certain Litigation:
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 Agreement by, among other things, purportedly (i) encouraging and engaging in ongoing
negotiations with Sycamore Partners and terminating the GPC Agreement on the basis of an allegedly inferior proposal by Sycamore Partners; (ii) entering into a confidentiality agreement with Staples that, in GPCs 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 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)(H).
Item 12 of the Schedule TO 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)(H)
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Complaint filed on October 10, 2018 (Genuine Parts Company v. Essendant Inc., Case No. 2018-0730-JRS) (incorporated by reference to Exhibit (a)(5)(O) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange
Commission on October 11, 2018).
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