This Amendment No. 21 (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 2.
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Identity and Background of Filing Person.
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Item 2 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following paragraphs after the last
paragraph under the subsection entitled “Tender Offer” as follows:
“The Offer, which was previously scheduled to expire at
6:00 p.m., New York City time, on December 26, 2018, is being extended in accordance with the Merger Agreement to 6:00 p.m., New York City time, on January 2, 2019, unless further extended in accordance with the Merger Agreement.
On December 27, 2018, Staples and the Company issued a joint press release announcing the extension of the Offer. The full text of the
joint press release is attached as Exhibit (a)(5)(BB) to the Schedule
14D-9
and is incorporated by reference herein.”
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)(BB)
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Joint Press Release issued by Staples, Inc. and Essendant Inc., dated December 27, 2018 (incorporated by reference to Exhibit (a)(5)(S) to the Schedule TO).
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