DEERFIELD, Ill., Sept. 5, 2018 /PRNewswire/ -- Essendant, Inc.
(NASDAQ: ESND) today acknowledged receipt of a letter from Staples, Inc., including Staples' reiteration of its proposal to
acquire Essendant for $11.50 per share in cash.
The Essendant Board of Directors, in consultation with its legal and financial advisors and consistent with its fiduciary
duties, is reviewing the letter and other materials filed earlier by Staples with the Securities and Exchange Commission.
As previously announced, Essendant and Genuine Parts Company (NYSE: GPC) ("GPC") entered into a definitive merger agreement on
April 12, 2018, in which Essendant agreed to combine with GPC's S.P. Richards business. The merger
agreement with GPC remains in effect, and the Essendant Board has not changed its recommendation that Essendant's shareholders
vote in favor of that transaction.
Essendant remains committed to implementing its strategic initiatives as it evolves its business, supports its customers and
builds on the momentum reflected in the Company's improved financial results for the second quarter of 2018.
Citigroup Global Markets Inc. is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as
legal counsel to Essendant.
Cautionary Statement
This press release contains forward-looking statements, including statements regarding the proposed business combination
transaction between Essendant Inc. ("Essendant") and Genuine Parts Company ("GPC") in which GPC will separate its Business
Products Group and combine this business with Essendant. 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 "expects," "anticipates," "estimates," "intends," "plans,"
"believes," "seeks," "will," "is likely to," "scheduled," "positioned to," "continue," "forecast," "predicting," "projection,"
"potential" or similar expressions. Forward-looking statements may include references to goals, plans, strategies, objectives,
projected costs or savings, anticipated future performance, results, events or transactions of Essendant or the combined company
following the proposed transaction with GPC, the anticipated benefits of the proposed transaction with GPC, including estimated
synergies, the expected timing of completion of the transaction and other statements that are not strictly historical in nature.
These forward-looking statements are based on management's current expectations, forecasts and assumptions. This means they
involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied
here, including but not limited to: the ability of Essendant and GPC to receive the required regulatory approvals for the
proposed transaction and approval of Essendant's stockholders and to satisfy the other conditions to the closing of the
transaction with GPC on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of
Essendant and GPC to terminate the merger agreement; negative effects of the announcement or the consummation of the transaction
with GPC on the market price of Essendant's common stock and/or on its business, financial condition, results of operations and
financial performance; risks relating to the value of the Essendant shares to be issued in the transaction with GPC, significant
transaction costs and/or unknown liabilities; the possibility that the anticipated benefits from the proposed transaction with
GPC cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing
consent and/or other provisions that may be triggered by the proposed transaction with GPC; risks associated with
transaction-related litigation; the possibility that costs or difficulties related to the integration of Essendant and GPC's S.P.
Richards business will be greater than expected; and the ability of the combined company to retain and hire key personnel. There
can be no assurance that the proposed transaction with GPC or any other transaction described above 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 and GPC's statements
and reports on Forms S-4, 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC")
and other written statements made by Essendant and/or GPC from time to time. The forward-looking information herein is given as
of this date only, and neither Essendant nor GPC undertakes any obligation to revise or update it.
Additional Information
The proposed transaction involving Essendant and GPC is being submitted to the stockholders of Essendant for their
consideration. In connection with the proposed transaction, Essendant filed with the SEC a registration statement on Form S-4
(File No. 333-225511) containing a proxy statement/prospectus of Essendant, and Rhino SpinCo, Inc., a wholly-owned subsidiary of
GPC created for the proposed transaction ("SpinCo"), filed with the SEC a registration statement on Form
10. Essendant's proxy statement/prospectus has been declared effective by the SEC, and Essendant may file other documents
regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS,
THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain the registration
statements and the proxy statement/prospectus free of charge from the SEC's website or from Essendant or GPC. The documents filed
by Essendant with the SEC may be obtained free of charge at Essendant's website at www.essendant.com, at the SEC's website at www.sec.gov or by
contacting Essendant's Investor Relations Department at (847) 627-2900. The documents filed by SpinCo with the SEC may be
obtained free of charge at GPC's website at www.genpt.com, at the SEC's website
at www.sec.gov or by contacting GPC's Investor Relations Department at (678)
934-5000.
No Offer or Solicitation
This letter shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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
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SOURCE Essendant Inc.