This Amendment No. 7 (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.
Amendment to the Schedule TO
Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; and Additional Information.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following paragraphs thereto:
On October 23, 2018, Staples and the Company announced an extension of the Expiration Time of the Offer to 5:00 p.m., New York City
time, on November 5, 2018, unless the Offer is further extended in accordance with the Merger Agreement. The Offer was previously scheduled to expire one (1) minute after 11:59 p.m., New York City time, on October 22, 2018.
The Depositary has indicated that, as of one (1) minute after 11:59 p.m., New York City time, on October 22, 2018, 19,338,030 Shares
have been validly tendered and not properly withdrawn pursuant to the Offer, which represent, together with the 4,203,631 Shares already owned by Parent, Purchaser or any of their respective affiliates (as defined by
Section 251(h)(6) of the General Corporation Law of the State of Delaware (the DGCL)), approximately 62.5% of the outstanding Shares.
The full text of the joint press release issued by Staples and the Company announcing the extension of the Offer is attached as Exhibit
(a)(5)(J) to this Schedule TO and is incorporated by reference herein.
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)(J)
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Joint Press Release issued by Staples, Inc. and the Company on October 23, 2018.
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Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO
The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by
reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
All references to one
(1) minute after 11:59 p.m., New York City time, on October 22, 2018 in the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of
Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit
(a)(1)(E)) are amended and replaced with 5:00 p.m., New York City time, on November 5, 2018.