This Amendment No. 12 (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 31, 2018, a purported stockholder filed a lawsuit in
the Court of Chancery of the State of Delaware, captioned
Joseph Pietras v. Richard D. Phillips, et al.
, Case No. 2018-0789 (Del. Ch.) (the “
Pietras
Chancery Complaint
”). The
Pietras
Chancery
Complaint names the Company Board, Sycamore Partners, Staples, Parent and Purchaser as defendants. The
Pietras
Chancery Complaint alleges that the Company Board breached its fiduciary duties and/or otherwise violated Delaware law (and that
Sycamore Partners, Staples, Parent and Purchaser colluded in or aided and abetted in such violations) by, among other things, purportedly (i) failing to obtain the highest value available for the Company in the marketplace; (ii) initiating
a process to sell the Company that purportedly undervalues the Company and vests the Company Board with benefits that are not shared equally by the Company’s public stockholders; (iii) failing to provide in the Schedule
14D-9
all material information necessary for the Company’s public stockholders to decide whether to tender their Shares in the Offer; and (iv) committing waste by approving the Contemplated Transactions.
The
Pietras
Chancery Complaint seeks to enjoin the closing of the Offer unless and until the Company adopts a procedure to obtain a purportedly fairer agreement and discloses the requested information in the Schedule
14D-9
or, alternatively, to recover damages if the Offer closes without the adoption of such a procedure and the disclosure of such information. The Company believes that the action is without merit. The full
complaint is attached hereto as Exhibit (a)(5)(T).”
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)(T)
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Complaint filed on October 31, 2018 (
Joseph Pietras v. Richard D. Phillips, et al.
, Case No. 2018-0789).
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