This Amendment No. 8 (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 fifth paragraph of the subsection titled Certain Litigation:
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 Companys public stockholders; (iii) failing to provide in the Schedule
14D-9
all material information necessary for the Companys
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)(K).
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)(K)
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Complaint filed on October 31, 2018 (Joseph Pietras v. Richard D. Phillips, et al., Case No. 2018-0789) (incorporated by reference to Exhibit (a)(5)(T) to the Schedule
14D-9/A
filed
by the Company with the Securities and Exchange Commission on November 1, 2018).
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