DEERFIELD, Ill., Oct. 24, 2018 /PRNewswire/ -- Essendant Inc.
(NASDAQ: ESND) announced that on October 23,
2018 its board of directors declared a $0.14 per share dividend payable on January 15, 2019 (the "January Dividend") to
stockholders of record at the close of business on December 14, 2018 (the "Record Date").
On September 14, 2018, Essendant
entered into a definitive merger agreement with Staples and its
affiliates, Egg Parent Inc. and Egg Merger Sub Inc.
Pursuant to the merger agreement, Egg Merger Sub Inc. has
commenced a tender offer to purchase all outstanding shares of
Essendant's common stock at a purchase price of $12.80 per share, net to the seller in cash,
subject to reduction for any applicable withholding taxes in
respect thereof, without interest. The merger agreement provides
that, after completion of the tender offer and the satisfaction or
waiver of certain conditions, Egg Merger Sub Inc. will merge with
and into Essendant, with Essendant continuing as the surviving
entity. Upon completion of the merger, each share of Essendant's
common stock not purchased in the tender offer will generally be
automatically cancelled and converted into an amount in cash equal
to the tender offer price per share.
The tender offer and merger are expected to be completed in the
fourth quarter of 2018. Because only stockholders of record on the
Record Date would be entitled to receive the January Dividend,
there can be no assurance that Essendant's public stockholders will
receive the January Dividend.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition and
expiration or termination of any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The tender
offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York
City time, on November 5,
2018, unless extended in accordance with the terms of the
merger agreement.
Only Essendant stockholders of record on the Record Date will be
entitled to the January Dividend. If the acceptance of shares for
purchase in the tender offer occurs on or before the Record Date,
persons who were holders of shares accepted for purchase in the
tender offer will not receive the January Dividend in respect of
such shares. Similarly, if the merger occurs on or before the
Record Date, holders of shares outstanding immediately prior to the
merger will not receive the January Dividend in respect of such
shares.
Cautionary Statement
This press release contains forward-looking statements,
including statements regarding the proposed acquisition of
Essendant Inc. ("Essendant") by an affiliate of Staples, Inc.
("Staples"). From time to time, oral or written forward-looking
statements may also be included in other information released to
the public. These forward-looking statements are intended to
provide management's current expectations or plans for our future
operating and financial performance, based on assumptions currently
believed to be valid. Forward-looking statements often contain
words such as "may," "can," "could," "would," "should," "expects,"
"anticipates," "estimates," "intends," "plans," "believes,"
"seeks," "will," "is likely to," "scheduled," "positioned to,"
"continue," "forecast," "aim," "goal," "target," "predicting,"
"projection," "potential" or similar expressions, although not all
forward-looking statements contain these words. Forward-looking
statements may include references to goals, plans, strategies,
objectives, projected costs or savings, anticipated future
performance, results, events or transactions of Essendant and the
expected timing of the proposed transaction with Staples and other
statements that are not strictly historical in nature. These
forward-looking statements are based on management's current
expectations, forecasts and assumptions and could ultimately prove
inaccurate. This means the forward-looking statements involve a
number of risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in the
forward-looking statements, including, but not limited to:
uncertainties as to the timing of the tender offer closing and the
subsequent merger; uncertainties as to how many Essendant
stockholders will tender their shares in the offer; the possibility
that competing offers will be made; the ability to receive the
required consents and regulatory approvals for the proposed
transaction and to satisfy the other conditions to the closing of
the transaction with Staples on a timely basis or at all, including
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act); the occurrence of events that may give rise to a right of one
or both of Essendant and Staples to terminate the merger agreement;
the risk that, prior to the completion of the transaction,
Essendant's business and its relationships with employees,
customers, vendors and other business partners could experience
significant disruption due to transaction-related uncertainty; the
risk that stockholder litigation in connection with the tender
offer or the merger or other transaction-related litigation may
result in significant costs of defense, indemnification and
liability; negative effects of the announcement of the transaction
with Staples on the market price of Essendant's common stock and/or
on its business, financial condition, results of operations and
financial performance; the ability of Essendant to retain and hire
key personnel; and the risks and uncertainties pertaining to
Essendant's business, including those detailed under "Risk Factors"
and elsewhere in Essendant's public periodic filings with the U.S.
Securities and Exchange Commission (the "SEC"). There can be no
assurance that the proposed transaction with Staples or any other
transaction will in fact be consummated in the manner described or
at all. Stockholders, potential investors and other readers are
urged to consider these risks and uncertainties in evaluating
forward-looking statements and are cautioned not to place undue
reliance on the forward-looking statements. It is not possible to
anticipate or foresee all risks and uncertainties, and investors
should not consider any list of risks and uncertainties to be
exhaustive or complete. For additional information on identifying
factors that may cause actual results to vary materially from those
stated in forward-looking statements, please see Essendant's
statements and reports on Forms 10-K, 10-Q and 8-K and Schedule
14D-9 filed with or furnished to the SEC and other written
statements made by Essendant from time to time. The forward-looking
information herein is given as of this date only and is qualified
in its entirety by this cautionary statement, and Essendant
undertakes no obligation to revise or update it.
Additional Information
This press release does not constitute an offer to buy or a
solicitation of an offer to sell any securities. On September 24, 2018, Staples, Egg Parent Inc. and
Egg Merger Sub Inc. filed with the SEC a Tender Offer Statement on
Schedule TO with respect to the tender offer, and Essendant filed
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. INVESTORS AND STOCKHOLDERS
ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER
DOCUMENTS) AND THE SCHEDULE 14D-9, INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Investors and
stockholders may obtain the Schedule TO, the Schedule 14D-9 and
other relevant documents filed with the SEC free of charge from the
SEC's website at www.sec.gov. The documents filed by Essendant with
the SEC may also be obtained free of charge at Essendant's website
at www.essendant.com or by contacting Essendant's Investor
Relations Department at (847) 627-2900.
About Essendant
Essendant Inc. is a leading national distributor of workplace
items, with 2017 net sales of $5.0
billion. The company provides access to a broad assortment
of over 170,000 items, including janitorial and breakroom supplies,
technology products, traditional office products, industrial
supplies, cut sheet paper products, automotive products and office
furniture. Essendant serves a diverse group of customers, including
independent resellers, national resellers and e-commerce
businesses. The Company's network of distribution centers enables
the Company to ship most products overnight to more than ninety
percent of the U.S.
Contacts
Janet Zelenka – Senior Vice
President and CFO – (847) 627-7000
Ryon Wharton – Vice President
Finance and Investor Relations – (847) 627-2900
Scott Winter / Jonathan Salzberger – Innisfree M&A
Incorporated – (212) 750-5833
View original content to download
multimedia:http://www.prnewswire.com/news-releases/essendants-board-declares-regular-dividend-300737390.html
SOURCE Essendant Inc.